What Makes Her Tick
by TheWanderingLily
Summary: "You always have my back." Minor spoilers for AoS: Season 2. Philinda.
1. Chapter 1

**Alright guys, this is my first Agent's of S.H.I.E.L.D. fic so please, be kind and if there are any inconsistencies, please let me know. There are spoilers for Season 2, so you've been warned. =D**

**Disclaimer: All characters belong to their respective owners, I'm merely playing with them a bit.**

It wasn't supposed to be this way. This mission was supposed to have been nothing more than a simple retrieval operation, textbook and uneventful; he'd thought it was over. There'd been no bullets fired and none of them had even triggered an alarm, so he had allowed himself to relax as they'd retrieved what they'd come for-plans for a serum that took control of a beings nervous system through impulses supplied directly to the brain, with the help of a conduit attached to the body. An idea that both he and May were not fond of. She had been on edge since they'd entered the building and he knew her well enough to know that there was a reason for it, but he saw no threat to cause her reaction, especially with the bounty now in hand. They would be long gone before anyone even realized the plans were gone. Or so he'd thought.

"Skye, we're coming back to the bus," Coulson stated quietly through the comms to the younger agent back at base.

"Roger that, D.C.," she replied in his ear, voice crackling through the tiny speakers, before a similar message came from Triplett and Hunter, stationed across the building.

"Phil, I don't like this. It was too easy," May whispered behind him. She was beyond unnerved and he shivered involuntarily as apprehension tingled up his spine. They continued walking back through one of the lower levels of the building, bypassing the unconscious guards that May had single-handedly taken out with barely the lift of her finger.

"Oh, come on, May. For once, just be happy you didn't have to kill or maim something," Skye commented lightly, which drew a scoff from May's lips. But he was starting to believe that May was right. They should have encountered something, anything by now. Their dismantling of the security system should have been enough of a red flag to cause concern in the enemy camp, but there wasn't a soul in sight that hadn't already been dealt with. He grunted in reply, before walking forward, watching his steps carefully.

But it wasn't his steps he should have been watching, as an explosion shook the warehouse causing debris to rain down upon them. His ears were ringing, pain lancing through his skull and spots dancing before his eyes as he struggled to orient himself.

"Skye! What's happening?" he shouted over the comms as another explosion sounded somewhere off to his left. Blindly reaching behind him, he was immensely relieved when he felt May's warm hand grasp his own tightly, grounding him.

"I don't know! The entire east wing is collapsing!" He could hear her typing furiously through their mics, trying to isolate the location of the blasts.

"Hunter, Tripp, are you guys alright?"

"Yeah, Coulson, we're good," came the slightly breathy reply over the crackling earpieces.

Phil allowed another small wave of relief to wash over him. _'They're alive. We're good,' _he thought.

"We have to get out of here, Phil. Now." May's voice was hard and stern, in full battle mode, but he was disoriented and sluggish, so he allowed her to lead him further down the corridor. Another blast exploded at the end of the hallway and on instinct, he pulled her back against his chest, turning them towards the wall in an attempt to avoid the debris, sheltering her small frame with his own as thick plumes of smoke poured in around them. They were both coughing now, trying desperately to force concrete dust and plaster from their lungs as he held her close protectively.

"May, are you alright?" he wheezed, struggling to catch his breath. He could feel her nod against his chest, before suddenly tightening his arms around her reflexively as the scraping sound of metal on metal echoed through the building as a loud crash echoed harshly. The smoke was getting thicker and was now accompanied by a bright, orange glow that promised fire. Looking down at her, he winced in sympathy at the multiple small cuts that littered her face from the last explosion, one oozing blood near her left temple. Putting his hand under her chin to better examine her face, May cringed as he ran his finger over a tender spot that she was sure would bruise.

"Sorry," he told her quietly, frown deepening at the sight of her minor scratches.

Brushing away his unnecessary apology, she straightened up, before examining their surroundings. The blasts had effectively blocked both ends of the corridor and they had no where else to go. "I think we're trapped."

"I'm starting to believe that was the point," he admitted reluctantly, as she assessed the situation at hand.

"If the fire doesn't kill us," she began, "then the live wires could and if that doesn't work, we'll die of smoke inhalation."

_'No. I won't accept this,' _he thought, shaking his head at her information. "Skye, I need you to find us a way out. I need a path."

"D.C., there's-" fzzt "-ventilation shaft-" fzzt "-bottom-"

"Skye!" There was silence now on the comms as the connection was severed abruptly.

"There's too much interference, Phil. We'll be lucky to get a signal back at all." He could hear the annoyed tone May's voice had taken on as she crouched low, searching for the vent Skye had mentioned. He could barely see her now through all of the smoke, but he heard her gasp triumphantly as she located the metal grate that meant their freedom. Shuffling towards her around the debris, he peered inside. The shaft was large enough for both of them to fit through and he only hoped that it led away from the fire and was not blocked off in any way.

Crouching next to her, he took out a knife before taking care of the screws holding it to the wall. Pulling it off, he sat it off to the side, before nudging May forward.

"What are you doing?" She asked, eyeing him warily.

"We're getting out of here, so go. Ladies first."

"Phil-"

"May, this isn't up for argument. Get in the vent, that's an order." She huffed at his authority, but he was glad when she didn't push the issue and climbed inside. He hated arguing with her, especially when it concerned her safety, but he was unwilling to take no for answer.

"We both know that out of the two of us, the more lady-like person is you, Phil," he heard her mumble as she crouched into the duct. He laughed despite the dire situation they found themselves in, before stating, "I can't pull off a dress as well as you I'm afraid, so you'll have to take one for the team." He relished in the small chuckle that escaped her, his own mind wandering to that silver slip of a dress she'd worn undercover a few weeks back.

Climbing in behind her, his eyes watered and he coughed harshly in the confined space. Progress was slow, but eventually, they made it through to the other side, May knocking the other grate out with her shoulder. The room they found themselves in was large, almost the size of an airport hanger, but it hadn't escaped the damage of the blasts. Iron beams were twisted and bent, some completely on the ground, unable to withstand the power of the explosives. Parts of the roof had collapsed and flames were rapidly ascending higher to eat away at the shell of the marred building, insulation acting as an accelerate.

The static was clearing in his earpiece and he winced when Skye's panicked voice came through the earpiece unexpectedly.

"A.C., d-do you c-copy?"

"I'm here, Skye," he replied, coughing through the billows of smoke, as he watched his partner do the same. "We need a way out."

"T-there's an emergency exit up ahead to your l-left. Some of the b-blasts were close, but looking at the schematics, it should have been largely unaffected."

"Well, if there was ever a need for an emergency exit, I guess this would be it, huh?"

He watched May roll her eyes at him, before he strode forward towards what he hoped would be their salvation, May following close behind, watching his back as always.

They had cleared half the building, dodging sparks and burning debris along the way, but as another blast rang out, in his instinct to turn away, he failed to notice the beam falling rapidly in his direction. And it wasn't until he heard May's voice, more hysterical and terror-stricken than he'd ever heard, that he'd realized that something was terribly wrong, before he was violently pushed forward and away, landing painfully on his shoulder and arm.

Darkness skirted the edges of his vision as he struggled to gather his bearings, but he couldn't shake the uneasiness that had crept up his spine. Through the settling dust, he could hear May coughing somewhere nearby and he stood shakily, willing himself to stay upright before squinting through the smoke and debris in search of his friend, ignoring Skye's static-ridden voice through the comms.

"May?" he yelled, inching forward slowly, shaking his head to clear it. "May, where are you?"

Another harsh, wet cough was his answer and dread seeped into his stomach as the dust settled enough allowing him to make out her unmoving form, blood pooling beneath her, making his own run cold.

_'No!'_

"Melinda!"

Rushing forward, he practically fell down beside her still form, paying no mind to the pain that shot through his wrist as he moved a large piece of metal away from her body. Her pulse was shallow and erratic, her beautiful face contorted in a grimace, evidence of the amount of pain she was in as she fought for every breath.

He was sure, that she'd at least broken some of her ribs and possibly her collarbone, as a large purple bruise had already begun to form on her mangled body. Her leg was bent at an unnatural angle, but it was the large, jagged piece of metal jutting out of her shoulder that made the blood freeze in his veins.

_'I just have to get her back to the bus, back to Simmons,' _he thought frantically.

"P-phil?" May's voice was thick, blood staining her lips as she struggled to speak and fear clawed at him cruelly as he watched her struggle.

"I'm here, Mel. I'm right here," he soothed, brushing a blood-soaked strand of hair out of her eyes. "I'm going to get you out of here."

She was pinned beneath the beam, held there by its immovable weight. There was no way that he would be able to move it and his heart sank at the realization of what it meant.

"Phil, I n-need you to get out of h-here, before-"

He cut her off quickly, "No, I'm not leaving you behind. You're going to fine," he whispered, praying that he wasn't lying to her. Praying that somehow she would be okay.

_'Please, dear God, don't let her die. Help me save her,' _he prayed fervently.

Voice thick with emotion, he spoke quietly, "You'll be fine, May. They're going to fix you."

But she was already shaking her head slightly, wincing at the movement, "I think we both know t-that's not true."

And before he could stop himself, a sob broke free from his chest, tears streaming down his face. "Why, May? Why did you do that?" he asked, already knowing the answer.

"Because I've always got your back."

And she smiled, the brightest smile he'd seen on her face in years, full and beautiful, like the ones he remembered before Bahrain, before he'd lost her to the horrors and solitude of her own mind. Back before their partnership had ceased to exist as she buried herself behind walls of office reports and case files, tucked away like a fragile, half-forgotten memory.

"Please, you can't leave me," he begged selfishly. "I need you here."

Her reply was cut off as another blast echoed through the building and with an innate need to protect her once again, he covered her body with his own as a shower of splintered metal and concrete rained down around them.

"Go, Phil, please," she pleads, allowing a new type of urgency to permeate her tone. "I n-need you to go."

"No, Mel, I can't," he breathed, blinking back tears. "You know I can't."

And she did know. She knew exactly how hard this was for him. Garrett had been right, when he'd said she'd follow Phil to the grave. She would have rushed in blindly, welcoming it, if it meant that he wouldn't have to die alone. But the GH-325 had given Phil a second chance and she'd be damned if he'd waste it by watching her die.

He didn't hear them approach, whether from the loud noises around them or his own ability to block out the world, she doesn't know, but suddenly Tripp and Hunter are there and her own heart constricts painfully at her already unconsciously made decision. Motioning for Phil to come closer, she wrestled the icer at her side free of it's contraints and she's both happy and sad that he's so completely focused on her and doesn't notice her movement.

Using her good hand, she places it behind his head, pulling him closer so that she can whisper in his ear.

"Forgive me."

It's a quiet plea and as he pulls back, he's adorably confused, racking his brain for anything that she's done to ask for his forgiveness that he needs to remember. But there's nothing for him to think of or to recall. She can see the exact moment when he perceives the icer trained on him by the instant widening of his eyes in shock and the understanding that masks the pain swimming through the blue of his irises.

"May, I-"

She doesn't let him finish, unable to stand the broken quality his voice had adopted or the sight of his tears, as she pulls the trigger, and he's unconscious before his next breath. As his body falls backwards and goes limp, she turns her attention to the two men standing before her, tears now threatening to fall.

"T-take him and go," she demands weakly, angered when they make no move to do so. "Goddamit, I said go!"

She's touched when they hesitate, but their eyes fill with resignation and they nod without a word, before picking their beloved Director up and carrying him out of the building to safety. It's only when she can no longer see them that she allows her tears to fall, the salt stinging her broken skin as they slide down her cheeks.

She doesn't know how long she lies there, listening to the static travel through her broken earpiece, her body becoming weaker and eyelids as heavy as lead, before she hears an unrecognizable voice and footsteps approaching. She wonders briefly if she's hallucinating as two figures come into view, though fuzzy to her own tired eyes.

"Now, now, Agent May, don't cry. You'll see Coulson again soon."

**Reviews are much appreciated. Let me know!**


	2. Chapter 2

**Here's Chapter 2! I didn't quite mean for it to be this long, in fact this is the longest thing I've ever posted, but I couldn't figure out a good place in the story to break it up without taking away from the tone of it. Again, there are spoilers for Season 2.**

_**6 weeks later**_

"I wish he'd come out long enough to talk instead of just handing out assignments," Skye mumbled after watching Coulson retreat back into the safety of his office, the dull click of his lock as it turned the only indication of life on the upper level.

"I can't blame him though. May was his oldest, greatest friend. And now she's gone and he's essentially alone," Jemma mentioned sadly. "I can understand his need to seclude himself for awhile."

"But he's not alone. He still has us," Skye pointed out. "If he'd just open his eyes long enough to see it."

"That's the point, though, isn't it?"

All eyes turned towards Fitz in confusion, silently pleading for him to explain further.

"He loved her."

"Well of course he loved her. We all loved her," Skye told him. "She was my SO for crying out loud."

While Jemma nodded sympathetically, Fitz grumbled in annoyance, gathering his frayed thoughts while the others waited patiently for him to continue.

"But he _love_ loved her," he explained. "But I don't think that he knew it or maybe he did, but had pushed it...aside. A-and that's why he's been s-so..." he trailed off, waving his hands in front of him, asking for their assistance.

"Distant?" Jemma supplied helpfully.

"Yes!"

"So what you're saying, is that it took May dying for him to realize his feelings for her?" Skye clarified uncertainly.

Fitz shook his head frantically, pleased that someone finally understood as he collapsed back into his chair with a tired sigh.

"It makes sense, if you think about it. Though neither of them ever said anything to the contrary, I always got the vibe that their feelings ran deeper than they let on. As long as they've known each other, it's difficult to believe that the idea of loving the other hasn't at least crossed their minds once," replied Jemma. "And if Fitz is right and Coulson has somehow overlooked his feelings to only now understand them...that's so heartbreaking."

Tripp and Hunter had told them of the scene they'd walked into at the warehouse. Of Coulson kneeling at her side, hands covered in her blood and May, who'd been smiling as she lay pinned beneath the beam as she'd struggled to breathe.

"I know they loved each other," murmured Skye, staring into her mug that had long since ran cold. "We saw that everyday. They had this way of just looking at each other and I just knew that each time it meant something...more. They never needed words, but they always knew when the other needed them. Hell, May never let anyone patch her up other than Coulson. He tended to every wound and I bet that she never had to ask."

But there had been no body for them to bury at May's funeral, no one to patch up this time, as they'd all huddled around the grave site to say goodbye, despite knowing that she wasn't there. Skye could have sworn that D.C. was crying silently, but when the skies opened up and a soft rain began to pour, as if to weep with them, she couldn't tell it was tears or rainwater that she'd seen cascading down his pale face. May's mother had been the first to throw a white rose into the grave and they had all followed with their own, but later as they were walking back to their cars, she turned to find Coulson unmoved from beside her grave, standing in the rain alone. She'd watched silently as he'd pulled out a red rose from his inner jacket pocket, its rich color bright against all of the black. He'd stared at it, before letting it slowly slip from his fingers to mingle with its white counterparts on top of May's casket. Skye would never forget the haunted look on his face as he'd walked away and got into his car.

"She was like the mum, you know?" Fitz added quietly. "She looked at us like children. Not because we're young, you know, b-but because we all act like h-hooligans. We bicker like children sometimes, don't we?" he asked, looking around the table and watching them nod, sad smiles appearing on their faces. "She looked after us, like it was her duty to p-protect us. But she isn't here anymore and our f-family feels broken," he finished sadly.

"She was the closest thing to a mom I've ever had," whispered Skye in agreement as tears began sliding down her cheek. "Even as my SO, it was nice to have her tell me that I was doing great. Or even if I wasn't, it felt good to have someone correct my mistakes and to tell me how to fix it. And I miss her." Skye laughed then, wiping her eyes on the sleeves of her sweater. "I never thought I'd say this, but I miss getting up at five in the morning to do Tai Chi."

"You know, you could still do that. It would be a good way to remember her," Jemma told her softly. "I think she'd be proud of you."

"It doesn't feel right to do it without her. Even before she became my teacher, Tai Chi in the mornings was her thing. I was honestly surprised when she invited me to join her and for awhile it was ours," Skye murmured. "Even if she never said much to me, it was peaceful to be there with her, to go through the motions, but waking up and knowing that she isn't going to be there, it just feels...wrong."

Silence had settled around them as they mulled over their memories, coffee and tea forgotten altogether. But the quiet was shattered when Fitz stood up quickly, eyes wide and alarmed.

"Fitz? What is it?" both girls asked simultaneously of the panic-stricken engineer.

"Agent May."

"What about her?"

"There," he gasped, eyes trained one of the many TV displays in the room.

"Oh, Fitz, Agent May is dead. You know that," Jemma told him sadly.

"No, no. She's there. Right there," he replied, frantically pointing at the one of the screens that was connected to an outside camera that overlooked the hanger housing their two planes. Turning towards the display, they were all shocked to discover that Fitz was telling the truth.

"But she isn't alone," Skye murmured quietly, not even noticing that her mug had slipped from her suddenly shaky fingers to crash against the floor. "Fitz, I need you to go get D.C. You have to get him to follow you. He needs to see this."

The confused man ran towards the Director's office as Skye turned to Jemma and ordered, "Go get Tripp, Hunter, and Morse." The biochemist nodded quickly before heading towards the living quarters on the lower levels in search of the other agents.

Turning on her heels, Skye made her way down towards the occupied hanger, icer in hand, heart beating wildly in her chest.

**llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll**

How long he'd been sitting there, he had no idea, but the silence was deafening and though he'd grown used to it now, it was still so..._unwelcome_.

He half expected her to walk through his office door any minute as if she owned the place and, even if she didn't speak, she'd chase the loneliness away with just her presence; make him smile without even trying because she knew him so well. He would watch her perch herself on his desk and wait for him to divulge his every secret, because he would, but only to her, because she had his back.

_Always_.

A desperate sob lodged in his throat and tears filled his eyes once again and he cursed himself for being weak. She wouldn't want him to do this, to sit in his office and waste away, wallowing in grief, but despite the six weeks that had passed since the accident, the pain was still fresh and raw, clawing at his chest and suffocating him slowly. She'd been his friend for over twenty years, loyal even to the grave. And she was gone.

_'And it's all my fault,' _he thought bitterly as he stared out his office windows, watching the day pass by.

He knew that she would never blame him, but he could certainly blame himself well enough for the both of them. He had talked her into piloting the bus, knowing full well that though she hadn't happy with administration, she was far too haunted to want to pursue field work again. Not after Bahrain. However, he had also known that the pull for her was too great and that, hopefully, with a little push, she would succumb and join him once again as his partner, because Melinda May, _The Cavalry_, was too good for a desk job.

But, waking up in the Playground hours later and knowing that she wasn't there had tore at him cruelly. He'd destroyed the medical bay in his anger, agitating his sprained wrist further, before storming out of the living quarters of the playground, out to the hanger and into the bus. He'd slept fitfully in the cockpit of the large plane, curled up in the pilot's chair she'd sat in for the past year, seeing May's broken and bloodied body in his nightmares. He could still remember the last explosion as they'd flown away, loud despite the roar of the engines, flames eating away at all that was left as black smoke had risen up to mock him. Being there, in her spot on the bus, made him feel closer to her, but it didn't stop the pain.

He still slept in the cockpit sometimes. Her aviator sunglasses were still in there, tucked away where she'd last left them, as if she'd board the bus any second and kick him out of her chair. He'd even started making green tea with his coffee in the mornings. The earthy smell of it reminded him of her. But so far, she'd never walked back in to drink it and so he left it there, watching as the steam disappeared slowly as the liquid became tepid and then cold. He'd pour it out then, swearing that tomorrow he wouldn't touch it, and then doing it all over again the next morning anyways. She'd roll her eyes at his sentimentality.

He could feel tears streaming down his face, but made no move to wipe them away as he shuddered under the weight of his emotions. But he was startled and stood from his chair quickly, as Fitz burst through his door, muttering frantically and pointing out into the hall.

"Fitz?" he asked uncertainly, weary even before the start of the conversation.

"You...you have to come. Right away," he gasped out, trying to catch his breath. When Coulson made no move to do so, he shouted. "Now!"

"What's this about?" he asked furiously, finally wiping away the evidence of his tears.

"May."

Pain lanced through his heart at the mention of his fallen friend. "May is gone, Fitz," he whispered brokenly, feeling his eyes well again, despite trying to hold them back. Saying it made it feel far too real.

"No. She's there," he replied, still pointing frantically, only this time at the Director's monitors.

Not even bothering to glance at the screens, he replied softly, "But she isn't, Fitz. I want her to be, but she isn't."

Putting his hands on his desk and leaning over it dejectedly, he began taking deep breaths to calm himself, wishing that Fitz would drop the conversation all together and leave him be.

"But you have to come. You have to tell her."

Sighing resignedly, he spoke softly, "Tell her what, Fitz? What am I supposed to tell her?" he asked, trying to appease the young man before him.

A flash of annoyance washed over the engineer's face, before he blurted out, "That you love her! Why is everyone so bloody mental?"

But Phil was no longer paying attention, rooted in place, processing what he'd just heard.

_'Did everyone know but me? Am I the only one that didn't put a name to it?'_

He was saved from answering, a flash on one of the screens catching his attention as a sharp bang echoed throughout the Playground. Despite his tired eyes protesting, he squinted at the screen, breath hitching in his throat at the figure on the monitor, dressed in black pants and a white top.

"Melinda?" he breathed.

Fitz was tugging on his hand now, trying desperately to get him to move. But Phil was frozen in place, eyes fixed on the screen, afraid that if he lost sight of her, she'd disappear.

_'Am I hallucinating?'_

Deciding that he needed to find out for himself, he was already half way down the flight of stairs that separated him from her and the ominous sound of gunfire. Sprinting through the quarters and entering the hanger, he was immediately concerned to notice that four of his agents, plus his mechanic, had weapons drawn and were pointed at three figures standing across from him. One of which, he recognized instantly, his own knees weakening as a result.

"May?" he whispered, disbelief masking his voice. He couldn't believe his eyes. She was standing right there, right next to Lola and she looked like hell. He couldn't see any visible injuries to mark her time in the warehouse, but she'd lost weight and appeared drained to the core. Her eyes were dark, almost black and he couldn't discern any emotion within them, which concerned him greatly. Her eyes were the windows to her soul, how he always knew what she was feeling, but they were clouded over, and he loathed to remember the last time he'd seen her looking so empty.

_'Not since Bahrain.'_

Taking a step forward to place himself between his agents and May, he walked closer, needing to know if she was okay. But Skye put a hand on his forearm to stall his movement, and a flash of anger at the girl rose up to replace his elation.

"That's not her, D.C. There's something off," she stated adamantly, not caring one bit about the glare he was sending her way. "She hasn't said a word since we got down here and she looks like she doesn't have the slightest clue as to who we are."

But he didn't care. She was there, _alive_. And he was so happy to see her.

"You should listen to your agent, Director Coulson."

His head snapped in the direction of the unidentified voice as he took in the appearance of the speaker. She was younger than him, probably mid-thirties, with blonde hair cut short and severe, making her appear slightly deranged.

"Who the hell are you?" he bit out harshly, not caring about his manners at the moment.

"Me? I'm the one who brought your beloved Melinda back to you. You should be more grateful," she replied, placing herself next to his previously lost agent.

"What are you talking about?"

"We saved her. Pulled her out from under the beam that was meant for you," she divulged as if sharing a secret. "Quite tragic, really."

Choosing to ignore the stranger for the time being, he turned towards the only person he was concerned for at the moment, calling her name again, hoping to get some sort of reaction. But she didn't answer, didn't move and he wasn't certain if she even realized he'd been speaking to her.

"Talking to her is useless," the woman warned. "She can't hear you. Well, not really."

"What have you done to her?" he asked, seething with fury. "If you've hurt her, I'll ki-"

"You'll kill me?" she interrupted with a rather maniacal laugh, "Oh, I have no doubt about that. You're inability to leave her side was quite telling and I was sure you'd die with her until she shot you and ordered your body to be carried out. A really nice plot twist, if you ask me, but she's quite protective of you, this one. In a way, it's good to know that her love isn't unrequited. I love happy endings in a good love story."

His anger was burning hot now at the nerve of this woman. He didn't want to hear May's words of love thrown around by some mentally unbalanced stranger. He wanted May back so that she could tell him herself, if this woman was, indeed, telling the truth.

"But you see," she continued despite his silence. "You have something I want. Those plans you stole from me took years to formulate and I need them back, or my friend here will use your precious May to take them back by force if necessary."

"May would never harm anyone here," he replied certainly.

"But you're missing the point, Coulson. That little formula you've taken, well I may need it to make more of the serum, but my friend here is what you and your S.H.I.E.L.D. agents would call an unidentified gifted. He can control the mind and body, much like the serum, which was made to resemble the effects of his own powers. But, after spending a number of weeks intimately acquainting himself with Agent May, one would say he has a unique understanding of her very fragile psyche. Regardless, she will do exactly what he tells her."

Weighing his options, which were slim to none, he spoke angrily, already hating this person he knew nothing about. "What do you want?" He could see his agents casting uncertain glances around the hanger, but he was grateful when they made no move to stop him.

"I want all of my research back. All of the copies that have been made, all of the notes, everything. And I will know if you're lying," she mentioned, looking from him back to her companion flanking her.

"How do I know that's the real May?" he asked uncertainly, remembering the photostatic veil Hydra had used on Agent 33 to impersonate Melinda weeks before.

"Now that's just a gamble you're gonna have to take, isn't it?" she supplied sweetly, patiently waiting for him to choose. He could feel dread churning in his stomach, but sighed in resignation. If there was any chance that this woman was Melinda, then he wanted her back, regardless of what it could cost him.

"If I give you what you want, you'll let her go?" he clarified, still suspicious of her motives, uncertain if he was willingly walking straight into a trap. "You swear?"

The woman nodded once. "I swear."

Admitting defeat, he turned to the woman who was still beside him, weapon drawn. "Skye, I need you to retrieve the files on my desk about everything we know on the serum and I need you to delete every piece of data concerning it on our main frames."

She immediately began to protest, but was quieted quickly with his broken plea.

_"Please."_

Lowering her weapon, she passed behind him before climbing the spiral staircase leading out of the hanger and towards the command center. Returning shortly, she handed the stolen files to him, before resuming her place at his side, directing a look of pure and utter hatred across the room towards their unwanted company. He knew that she was itching nearly as bad as he was to get to May. The two of them had grown closer after May had elected to look after the younger agent, to teach Skye what she knew and he was proud to see it.

Stepping towards them with hands raised in surrender, he extended the files towards her and as she took them from him, she turned towards her partner, "Are you satisfied?" Taking a last, thorough look at each of them, the mind reader nodded and Phil was relieved that Skye hadn't decided on some foolish tactic to try and retain the information they were about to lose.

At the end of his patience, he demanded, "Now, let her go."

Silence reigned in the bunker, before she let out a cheshire-like grin that only served to unnerve him and his stomach plummeted.

"Oh, I think I rather like Agent May. We've gotten rather close," she mentioned, portraying a facade of fondness. "For a woman so...broken, she's patched herself up rather splendidly, don't you think? Bahrain must have been a terrible ordeal," she commented sympathetically.

"He only knows bits and pieces."

It was the first time the man standing next to May had spoken and Coulson was annoyed that this man, this stranger, knew her secrets. This wasn't their story to tell and May would tell him when she wanted him to know. And he was okay with that.

"Stay out of her head!" he demanded. "You have no right to remind her of that."

"I didn't remind her," the man chuckled darkly. "I just watched her mind replay the events in her head. I am in no way able to influence her thoughts; she went there on her own. It was only a brief interlude from her regular thoughts of your death, but I heard enough to understand her sense of failure."

_'My death?'_

Casting a glance at May, he was already fearing the answer to his own silent question and wasn't surprised when the man continued, reading his mind.

"Your righteous Agent Fury, didn't inform her of your death right away. No, she grieved when they buried you, cried when they lowered you into the ground. She begged for you to not be dead, while blaming herself for not being there to protect you. In her mind, she failed you completely."

He was shaking his head numbly, stunned beyond words. And ashamed that he had never figured it out, never discussed his death with her because he believed she would tell him on her own. Why hadn't she?

"Well, by the look on your face, I'm guessing that your story is equally as depressing. For two people so loyal to the cause, it sure hasn't done a lot for you in return has it? Regardless, I think I'm going to keep her. After all, she isn't called the Cavalry for nothing, I'm told," she mentioned before turning away, her companion following her closely.

Anger boiled in his veins, temper flaring as he made to stop her retreat, but was startled when his movement was impeded by the last person he wanted to fight.

"You swore you'd free her!" he yelled after them, watching them disappear from his view as May eyed his movements warily.

"I did, yes, but you see...that isn't really up to me," she laughed, amused. "Mind control is more my partners speciality and he neither agreed to free her nor does he have any plans to. Now, do play nice. Her mind is suppressed, but she will remember all of this if you somehow manage to retrieve her. Don't do anything you'll regret."

His reply died in his throat as May lunged for him, catching him off guard and landing a solid punch to his stomach, forcing him to stumble backwards, knocking the breath from his lungs. He could see Hunter aiming his weapon at her swift form and in his distraction, he took another hard punch to the shoulder.

"Don't you dare shoot her!" he yelled in frustration, somehow managing to block a punch aimed for his face.

"Knock her out, Coulson. Do something!" he heard one of them yell.

But he wouldn't. He would never raise a hand to Melinda May. Hell, it had taken him months to do so just sparring at the Academy. Back then, he'd feared that he would hurt her, if he could ever even connect, which was rare on its own. She was faster, more fluid, but he was stronger, with more weight behind his punches. She had told him many times that she wouldn't hold it against him and eventually, they had agreed that whatever happened during a match would be erased the moment it was over. But however real this was to her, he didn't care. Causing her anymore pain was not in his agenda and as she continued to lunge at him, it was only through sheer knowledge of her tactics and methods over the years and through many sparring matches, that he managed to block some of her hits in the first place.

"How do we...m-make her understand?" It was Fitz that had spoke, placing his hands on his head. "How do we get her back?" he asked, watching as May circled around Coulson, who had his hands up in front of him, waving the theoretical white flag. But his lip was already busted and his breathing was labored as he tried to dodge her hits.

Everyone was struggling to come up with an answer, but they were all grasping at straws as they failed to put forth anything useful.

_'I won't accept this. There has to be something we can do to bring her back,' _he thought frantically.

"May, can you hear me?"

It was a long shot and when there was no indication that she'd heard him, he continued, a new sense of desperation overtaking him as he blocked a kick that would have easily brought him to the ground.

"Melinda?" he choked out, due to both his overwhelming emotions and his breathlessness.

And for a moment she faltered, hand frozen mid-strike, looking at him with horror filled eyes as she backed away like a wounded animal. But as fast as the change had appeared, she was gone again and he hissed when her fist connected with his jaw, making his head spin and the coppery taste of blood to fill his mouth.

"What the-"

"Wait! That's it!" Jemma screamed, looking very excited from her place on the balcony overlooking the hanger.

He was grateful when Skye asked her to explain, head swimming as he struggled to stand up in something resembling a useful defensive stance.

"That woman! She said that May's mind was suppressed!" She was practically bouncing on her feet now, happy for some reason that no one could quite understand. When no one took up her excitement she clarified. "It's an odd word to use if May was lost to us. The serum wore off in a few hours, but this is more direct and far more personal. We have to break their connection. Push him out."

"And how do we do that?" Coulson panted from his place below her.

"Now that, I don't know. May is secretive and while I know how she behaves, I don't know what she would find surprising. It would have to be something that overwhelms her or shocks her out of her current state. Something that rattles her completely, but I don't know what that could be," she explained, wincing as May landed another hard blow to the Director's ribs. "If anyone can bring her back, it's you. You're the only one that knows what motivates her."

He heard Skye chuckle behind him before mumbling quietly, "You know what makes her tick, D.C. And if you know what makes her tick, then you know what shocks her."

She'd said that to him once before, almost a year ago, when they'd been haunted by what they'd thought was an apparition. He'd wanted to bring back the May he'd known before, but he knew now that she was still in there under her carefully constructed shell.

_'But something shocking?' _he wondered hopelessly. _'May can take just about anything you throw at her.'_

It hit him then, like one of May's well placed punches and he suddenly knew exactly what he had to do. Taking a deep breath he began, willing his voice to sound stronger than he felt.

"May, do you remember Sausalito? I know you do," he reminded her, referring to their conversation as they'd dance a few weeks ago while undercover, but her stance didn't waver and her eyes were still that deep, emotionless black he hated.

"Do you remember jumping in the bay to escape? I was terrified when you disappeared off my radar when your tracking device shorted out due to the water. For five hours, I was practically hyperventilating as I searched for you," he laughed despite himself, allowing the memory to take shape, before blocking a much weaker punch. "Even then, I knew that if I'd lost you that day, my life never would have been the same."

She had stopped moving now, breathing labored as she shook her head as if to clear it, a frown marring her features.

"But I found you. You were so angry and as I pulled you out, you swore that you'd never go undercover again," he chuckled. "Your lips were blue and you were shivering so hard that I kept having to adjust my jacket around your shoulders on our way back to the hotel, because it kept slipping off to reveal that stunning red dress you'd chosen. The one with that completely sinful slit, that you just had to have, because you couldn't stand having your legs restrained on missions."

His heart was being wildly in his chest as he watched her struggle to take control, hoping that she would somehow break that bastard's hold on her. Her attacks had grown weaker or were now missing their marks altogether.

"You were soaked through, hair dripping and matted, but even then, you were so beautiful, Melinda." His voice was hoarse now, no louder than a whisper as he tried to keep a sob from breaking out. But he was transfixed on her, watching mutely as her eyes filled, one single, solitary tear sliding down her cheek. Taking a step towards her, he was completely taken by surprise as she lurched forward violently, knocking him back into the wall, her fist raised to strike. She was shaking now, waging some war that he couldn't see and, no longer caring if she punched or kicked him, he reached up to cradle her face, wiping away her tears, relieved when she didn't flinch or pull away.

"I wanted to tell you then how much I loved you," he whispered, watching helplessly when a sob wracked her frame before she lowered her fist. She was shaking now, but she didn't drop her threatening stance.

_"Phil?"_

It was the first time she'd spoken, the first time he'd heard her voice in weeks and his own gasp was drowned out by the many others that had followed his name, from the people he'd forgotten were in the room.

"I'm here, Mel. I'm right here," he replied still caressing her face. She was still shaking, hands curled at her sides, nails digging sharply into her palms painfully as she struggled to focus on his words. "Fight this, Mel. I need you to come back to me."

Using his hand to tilt her face up to his own, her eyes were still far too dark, but she hadn't pushed him away. It was a small victory, but he'd take just about anything, if it meant he was on the right path. Brushing her hair back behind her ears, he leaned down, closing the gap between them.

_"I love you," _he whispered softly against her lips, her eyes widening as he closed the distance between them. Her lips were soft and he could feel her reeling, as her hands came up to fist in his shirt, the built up tension leaving her body. He could detect the bitter taste of salt on her lips and he wondered briefly which one of them were responsible for it. But then she was kissing him back, deepening the kiss, one of his hands slipping around her waist to pull her closer, as he put twenty years of pent up emotion into that one kiss, needing her to understand completely, before her mind could shut him out again.

It was a lack of oxygen that forced them apart, leaving them both breathless from the exertion. Looking down at her face, lips beautifully swollen and pink, his heart soared when he realized that while her eyes looked exhausted, they were now so perfectly _clear_. But then her body sagged against him and he fumbled to catch her, lifting her up and into his arms, cradling her protectively against his chest as she buried her nose into his neck before slipping into unconsciousness.

"Simmons!"

But she was already there, fingers pressed against the older woman's pulse point, counting beats and cataloging any inconsistencies while he sank against the wall at his back, pulling May down with him. He watched her chest rise and fall rhythmically, completely intoxicated by the way she curled further into him in her sleep.

"She's going to need a couple days of rest under lock and key. I merely think she overtaxed her injuries from the explosion. No doubt, she's exhausted," Jemma sighed, watching Skye brush back the dark strands of hair that had fallen in May's face, as they kneeled over her. "We should get her upstairs and to the medical bay. She's lost some weight and I fear that she might be dehydrated."

Phil nodded mutely, before using his leverage against the wall to stand back up, sore legs protesting as he tried not to jostle his precious cargo.

"I need to get some x-rays." At Phil's questioning look, Jemma continued. "With the wounds that she sustained in the warehouse, I need to know that her bones set properly. And that cut on your head might need stitches," she mentioned, referring to one of the hits he'd taken. He nodded, suddenly feeling sick as the memories of her broken and bleeding body came back to him, as his gaze traveled to her collarbone, marred with a fresh, new crescent-shaped scar, barely visible as it peeked out from the collar of her shirt.

He hadn't realized that he'd been staring at the woman in his arms, eyes misting over until Skye broke him out of his reverie by placing her hand on his shoulder.

"Hey, D.C., she's going to be fine. We've got her back."

"I know," he replied, before carrying May up the stairs slowly and it was only when they reached the medical bay, that he felt comfortable enough to lay her down upon the bed before clasping her hand in his like a lifeline, finding her pulse and relishing in the fluttering, steady beat of her heart as Simmons fussed over her, checking over May's bruised body. He watched her frown at the new scar adorning May's shoulder; just one more to add to the mosaic that made up his best friend. Simmons' scowl grew deeper as she poked and prodded the sleeping woman, looking to the monitors to discern any kind of reaction.

"What is it?" he asked, concerned that there might be something wrong.

She looked up suddenly, as if forgetting he was there keeping vigil, before she spoke.

"Understandably, she's exhausted, though I'm not sure if it's mental or physical, probably both, but it's strange. All of her wounds have healed, but she's dehydrated and her nutrient intake has dropped exponentially. " Simmons looked rather uncomfortable with the news and now it was his turn to frown as the wheels in his brain began to turn.

"They took care of her, but then didn't?" he guessed, confused beyond belief.

Simmons nodded, almost reluctantly, and before he could ask, she began to explain. "All of the injuries she sustained in the warehouse, when we'd thought she'd..."

_'When we thought she'd died...'_

"...all of them have healed rather well. I won't really know if she's lost any range of movement in her right arm until she wakes, but her muscles have healed properly, as have her ribs. They took care of her, sir, but then it's as if they only made sure she wouldn't die. Like..."

She stopped then and he could see that her frown was firmly planted once again. But it was Skye who spoke up next. "Like they planned to use her. A super-soldier of sorts. At the very least, they needed her to get their plans back, knowing that none of us would hurt her."

Coulson winced at the sudden lump that had formed in his throat, but allowed May's steady, solid heartbeat to soothe him. "May is a high ranking agent. They could have gained access to sensitive intel if that man was in her head regularly."

"I don't think intel is what they were after," supplied Skye sadly. "I get the feeling that they were acting alone. A group that small would need protection and what a better bodyguard than The Cavalry?"

"Don't call her that," he told Skye gently, before turning back to Simmons for answers, "If they were going to use her to protect them, then why starve her?"

"Starving her, not giving her the essentials she needed would weaken her. Perhaps, it made her more susceptible to the mind control. It's likely that if her body was weak, than so too was her mind. It's possible that she simply became too weak to fight him off." She looked disturbed by her own assessment and gave Skye a small smile when the other woman put a hand on her shoulder.

"Well, they did say they wanted to keep her," he murmured sadly, rubbing small circles into the soft skin at May's wrist. "I guess we'll never find out."

"Oh, I don't know about that," replied Skye sheepishly. "Hunter, Tripp, and Morse took off after them."

"What?" he asked, unable to muster up anything other than concern, weariness eating away at the edges of his vision. "I didn't order that."

"You didn't have to, D.C.," she replied patting him sympathetically on the shoulder.

**Alright, I know you a lot of you are reading this, so please leave a review. Even if it's nothing more than two words, good or bad. And for those of you that did review, particularly those who reviewed as a "guest", thank you so much for reading my story. I'm glad so many people seem to enjoy it. =)**


	3. Chapter 3

_**Here's Chapter 3! I meant to have it up sooner, but it's been a rather busy weekend. I've got a couple more chapters to go that will hopefully be up soon.**_

* * *

><p><em><strong>Two days later:<br>**_

He could see her now, figure dark against the frosted glass of the medical bay as she huddled on the floor against the opposite side of the wall. He knew that she was waiting for May to wake up, much like Fitz and Simmons had waited with her earlier in the day, three dark figures leaning against the glass instead of one. He'd listened to them bicker quietly about random things, voices growing louder with each passing minute, before he'd ordered the lot of them to sleep. They'd protested, insisting that they were fine, but he knew better. Their eyes were blood shot from too many hours without rest and every word was punctuated heavily with yawns. He was quite certain that they'd already been through three pots of coffee and knowing what a caffeine binge could do to a person, they would crash hard once their heads hit the soft material of their pillows. He'd watched them slump away in the direction of their bunks, only to find Skye sleeping against the wall later on in the night. He'd almost tripped over her on his way to the restroom and it was only by some miracle that he'd managed not to injure or wake her. Really, he shouldn't have been surprised to find her there, as she'd been a permanent fixture in the hallway since May had returned to them, passing the time with obnoxiously loud music that, despite her headphones, he could still hear almost word for word. Ultimately deciding that she'd regret sleeping there, he'd picked up the young woman carefully, slowly taking her down the hall and settling her into the correct bunk to rest properly, tucking her in before returning to the medical bay to resume his vigil at May's bedside. It had only been a few hours since then, but yet here she was, back in the hallway and he could hear the muffled sounds of music through the wall as it seeped out of her headphones.

Simmons had been relatively certain that May would wake up soon, but as of yet, there'd been no change in her condition. She'd given May a strong sedative to ensure that she rested, but, as there seemed to be no physical injuries to deal with, there was no real reason to keep her under, so the first dose had also been the last. After that, it would wear off slowly and though Simmons was comfortable with how May's injuries from the warehouse had healed, it had been two days now and even the biochemist was starting to look a little concerned, no longer throwing out calm reassurances as May continued to sleep.

But her sleep was peaceful, breaths slow and even while he watched over her, still clasping her hand tightly in his own as he rubbed small circles across her bruised knuckles. Color had returned to her cheeks and she no longer looked ill, but with every passing hour that her slumber continued, his worries grew.

He hadn't left her side, unwilling to even let her out of his sight long enough for him to clean up properly. He had straightened up as best he could after Simmons had checked his wounds and cleaned up the cuts to his forehead and bloody lip, but he'd felt odd having someone other than May checking him over. After Simmons had retreated to the kitchens to make some food, he'd wrapped his own bruised ribs before putting on the clean pair of slacks and white, button up shirt that Skye had retrieved for him. The process had been clumsy and awkward as he'd stretched his sore muscles, but it would do for now. May had always taken care of him, dusted him off, bandaged his wounds, listened to him rant or ramble on about some nonsense she probably didn't even have the slightest interest in, always there when he needed her to be, but this time she wasn't able.

_'But she's alive and this time, I'll take care of her.'_

There'd been some sort of unspoken agreement passed between his agents that he and May were to be left alone, enforced by their newly acquired hall monitor, it seemed. They'd been largely undisturbed the past 48 hours, but the silence was starting to agitate him.

"Come on, Melinda. Wake up, please?" he begged, traces of his agitation seeping into his tone.

And still she continued to sleep, unaware of his silent scrutiny or vigil at her bedside. He would wait impatiently, but he would wait all the same and though he wished that she would open her eyes, it gave him time to put his thoughts together; to let go of the denial he'd been holding onto for decades.

"I'm such a fool, Mel," he began, suddenly feeling as if he needed to break the silence or go mad, which was always a very real possibility with him these days. "I should have told you years ago, how I felt for you, but I'm a coward. I buried it after Bahrain, afraid that you wouldn't return my feelings and terrified that you would pull even further away from me. And I wouldn't have survived it if you had. I buried it so far down, that I'd forgotten that they'd even existed in the first place," he admitted with a dry laugh. "It took your death, coupled with six weeks of pure hell, and an angry Fitz yelling at me to put a name to it."

He sighed heavily, failing to notice the slight crease in her forehead or the fluttering of her eyelashes as he continued obliviously. "When you wake up, I'm taking you on a real date. Maybe I'll have Lola take us to an amusement park. You used to like those in the academy days, if I remember correctly. All of the fast rides and those ridiculous games you always made me play for those stupid stuffed animals," he recalled fondly, before frowning suddenly, as if realizing the absurdity of that plan when his agents were all practically children. "No, maybe not an amusement park. We'd have to take them with us," he whispered, casting a thoroughly suspicious glance at the dark blur on the other side of the glass, who was now swaying to the music, unaware of his scrutiny.

"Y-you'd enjoy it."

Her voice was rough from disuse, almost a rasp, but to him it was like music, with it's ability to soothe and shake him to the core simultaneously. His eyes watered when he turned to look at her, relieved to see her dark, chocolate brown eyes staring back at him after so much time.

"Melinda," he choked out, fighting back tears. He'd thought that he'd cried enough by now, but they were building once again as if they'd never stopped.

"I'm here, Phil."

He wanted to laugh at that, at how many times they'd said those words to each other recently, but his tears won out as his head sank onto her stomach and he cried, sobs wracking his frame and body shuddering as he struggled to breath through his tears. And all the while, he could feel her hand running shakily through his hair in an effort to calm him.

"I'm here," she repeated, though her voice was weaker, with a noticeable waver to it. "I'm sorry. I'm so sorry."

"No. No, I'm the one who's supposed to say that. All of this is my fault," he replied, standing up quickly, needing to cut off any false blame that she'd placed on herself, before it could root itself any further than it already had.

"Phil-"

"No. I won't let you blame yourself for any of this. I'm the one who annoyed you into coming back. I'm the one who wanted you in the field for my own selfish reasons. I'm the one who told you that all you'd have to do was pilot the bus-"

"Ph-"

"And I should have tried harder to reach you after Bahrain. I should have brushed off all of your weak excuses and made you understand that Bahrain wasn't your fault. You saved so many lives, and-"

"Phil, stop!" she yelled, cutting him off abruptly, before succumbing to a series of coughs that shook her entire frame, forcing her body to seize up painfully and agitating her sore muscles.

Fumbling to pour her a glass of water to ease the dryness of her throat, he lifted the glass to her lips, steadying it as she drank greedily, her own hands too shaky to be of any real use. He watched as her face relaxed bit by bit, tired eyes slipping closed as the cold water soothed her aching throat quickly. At her signal, he pulled the glass away, waiting for her breathing to slow after her outburst. After she'd settled, she pinned him with a questioning look, the corners of her lips turning up in amusement.

"What?"

"You need to shave, Phil," she mentioned cheekily, before smiling softly at the dumbfounded look he was sporting.

"I n-need to s-shave," he repeated slowly, a sudden bark of laughter escaping him at the absurdity of her statement. Needing to touch her, he leaned down to bury his head in her hair, feeling her tense before she relaxed, wrapping her arms around his neck tightly, reciprocating the sentiment.

"I've missed you so much," he whispered softly into her shoulder.

"I'm here," she repeated, just as quiet, as if trying to reassure him that she was real and not just some figment of his imagination, but as he pulled away, she winced at the movement, a flash of discomfort clouding her features.

"Are you in pain?"

She chose to nod instead of answering his question verbally, and upon receiving confirmation he crossed the room quickly, mashing the small button on the intercom located on the wall next to the door.

"Simmons, I need you in the medical bay. Now!"

Knowing that Jemma would be there as fast as humanly possible, he returned to May's side, grasping her hand tightly in his own once again, completely missing her frown, as he whispered, "I hope you're prepared for this," to which he received a puzzled but slightly panicked expression.

Not a second after he finished did he hear rapid footsteps approaching before Simmons and Fitz burst through the door, practically trampling a confused Skye in their haste to reach their destination.

"What is it? What's wrong?" Simmons asked as she tried to catch her breath, coming to a stop just inside the large room, Fitz nearly colliding with her back as she stopped to take in a wide-eyed May, effectively putting her immediate concerns to rest.

"Agent May! You're finally awake," she grinned before crossing to the bed, leaning down to place a kiss on the older woman's cheek. May looked vaguely uncomfortable at the gesture, but recovered quickly enough, giving Simmons a small smile in return.

None of them heard the sound of Skye's headphones dropping to the floor with a thud as she threw them off of her in the commotion and they were all jolted out of their conversation when Skye ran through the door, propelling herself up onto the bed and into the arms of her back-from-the-dead SO without the slightest hesitation, sobbing uncontrollably as May's arms instinctively wrapped around her securely like it was second nature and not at all unusual.

Coulson watched the two of them sadly as May spoke to Skye in low tones in an attempt to calm her, sobs slowly turning into sniffles at May's continued but hushed reassurance. Turning to Simmons, he was pleased to note that she was watching May closely with a small frown, no doubt noticing the slight cringe that rested on May's face and the stiffness of her muscles as she patted Skye on the back rigidly. Before he could even tell Simmons that May was hurting, she had already assessed it for herself and took control.

"Agent May, are you in any pain?" she asked, already knowing the answer, but uncertain as to how the older agent would react to her question if May took it as an implication of weakness. But May merely nodded slowly.

"Can you tell me where?"

Taking a deep breath, May answered, voice still cracking from disuse. "My h-head is killing me and my senses feel dulled and foggy." She hesitated then, lightly shaking her head. "The lights are too bright."

Fitz, who hadn't made a sound since he'd entered the room, quickly moved to the control panel on the wall, dimming the lights helpfully.

"Thank you," May whispered tenderly with a small smile thrown in his direction. Fitz's answering grin was bright and he nodded back at her in return before he moved to stand next to Coulson on the left side of May's bed.

"Anything else?"

"My r-right shoulder is throbbing and it's painful to move my arm."

He knew that it must be painful if she was admitting it so easily. May didn't acknowledge any injuries if she could get away with it, choosing instead to fight through it than rely on medical treatment that would dull her senses or affect her reaction time.

"And your leg?" Simmons asked expectantly.

"Stiff and a little sore, but otherwise fine," came the short answer.

"Your leg was set rather well, probably by a pair of skilled hands, maybe a surgeon, but I can't be sure. The pain can probably be attributed to your bone reacquainting itself with your full weight and the pressure being placed on it, but regardless, the discomfort should lessen in a few days. Your shoulder, however, will likely need a couple weeks of rehabilitation. It was a nasty wound, I would imagine, and though I don't believe that you'll lose any range of movement, it may take awhile to get back to your full strength."

Throughout Simmons' entire speech, May's face had fallen exponentially and she now looked incredibly disturbed. "How long has it been? S-since the warehouse?"

He frowned instantly, before gently squeezing her hand that had begun to shake.

"Six weeks, give or take a few days." He whispered, taking note of the bewilderment in her wide eyes. "May?"

But instead of the answer he was expecting, it was Simmons that spoke next, posing another question unexpectedly.

"May, can you tell me the last thing you remember?"

His head snapped in the direction of hers, confusion clouding his features. He remembered when May had fallen into his arms, her complete exhaustion, both physical and mental, winning out as she'd practically collapsed, unable to maintain her defenses any longer. He'd carried her to where she lay now, appearing small under the bed's thick, white blankets.

But as May thought over the question, he could see Simmons' frown deepening.

"There was s-something about an amusement park," she admitted, rubbing her head in a frustrated manner, as if it would help bring the memory to the surface. Simmons turned to look at him, throwing him a look that spoke volumes of her concern. His stomach was suddenly unsettled, uneasy for a reason he didn't quite understand.

"And before that, Agent May?"

"The last thing I remember is hearing a woman's voice. She showed up not long after I made Tripp and Hunter leave."

_'What? That can't be all,'_ he thought, feeling as if he'd taken a straight blow to the stomach. His heart dropped at her words to match the concerned and now alarmed faces of those around them, but it was Skye that managed to voice all their thoughts.

"Wait, you don't remember anything in between the two?" she asked, sitting up a fraction to see May's face.

_'She doesn't remember? How can she not remember?,'_ he thought frantically. _'How can she not remember that I love her?'_

"What is it that I'm supposed to be remember?" When no one made any move to explain, May's own face grew more concerned, eyes darting between Phil and the rest of their team, confused at their sudden silence.

_'No. This has to be some kind of joke. A terrible, horrible joke. It has to be-'_

He staggered backwards into a conveniently placed chair, as he dropped May's hand, too stunned to speak, eyes wide but unseeing as seven words repeated like a mantra inside his head.

_'She doesn't remember...'_

He was dizzy, head spinning with the truth of this new information, his heart thumping wildly, the sound thrumming through his body like white noise, drowning out everything else.

_'...that I love her.'_

He could feel his heart breaking, the pieces dropping into his stomach like lead weights.

They were all looking at him now, a mix a concern and pity swirling in their eyes, but it was May's voice that pulled him from the dark void that his mind had suddenly become, his name leaving her lips on a breathy gasp.

"P-phil?"

She was _frightened_.

"It's nothing, May. It's not important," he was quick to reassure, hating the way her voice sounded.

But Skye was instantly incensed, refusing to allow them to push their feelings under the rug, where it seemed they were meant to remain. "What do you mean it was nothing? It was everything! You lo-"

"Skye, enough!" he snapped before she could finish. He instantly regretted his anger, but couldn't find it in himself to apologize. His emotions were too raw and unstable and he'd had enough for one day.

"Phil, what is it that I'm supposed to remember?" May asked, fear still dominating her tone. He could tell that she was thinking, forehead creased in concentration, as she struggled to recall what had been so important.

"It isn't important, May," he told her again, hoping that she would drop it for now.

He knew that she was very aware that he was lying. She knew him far too well to believe his words when he couldn't even believe them himself, but she wouldn't push him. She always knew exactly what would go too far, always careful to keep him from falling over the edge.

He wanted to scream or yell, vent out his anger, but May didn't deserve that. This wasn't something she'd had any control over and she didn't deserve his pain piled on top of her own.

"Sir, can we step outside for a moment?" Simmons murmured quietly and he nodded reluctantly, following her out of the awkward silence that had settled in the room like fog. May watched him leave, fear still clouding her features as he passed through the entryway. Though she was tired and her emotions were playing out across her face far more than usual, she still had enough discipline to hide them well enough and he was quite sure that no one but him would notice the tightness around her eyes or the subtle way that she picked at her fingers nervously.

Closing the door to the medical bay behind them, they walked down the hallway a safe distance before he turned to her. "Why doesn't she remember what happened?"

"I'm not quite sure yet. It could be a number of things," she began and he listened quietly as she outlined the possibilities. "The sedative could have impeded her memory recollection or it could have even distorted them. It took her an abnormal amount of time to wake up, which could have been a factor in why she doesn't recall the past six weeks."

He watched her squirm uncomfortably, knowing that she had something else to tell him.

"What else, Jemma?"

"Well, I know that your actions in the hangar were what was needed to bring her back, but I can't help but feel that perhaps you shocked her far too well. It doesn't make a great deal of sense, but perhaps she was overloaded with a great deal of emotional information too quickly. She was weak and overwhelmed, possibly traumatized, which she probably still is. It could have played a large part."

Leaning his head against the cool wall in weary frustration, he closed his eyes, speaking softly. "Will she remember?"

"Perhaps in time. I can't know for sure, but perhaps it's best that no one mentions what happened in the hangar. If it reminds her of something that she has unknowingly repressed, then it might only set her back further, forcing her to retreat deeper into her own mind unconsciously. She'll have to remember on her own."

He could tell that Simmons was displeased with her own answer as her head dropped down in shame, eyes looking at her shoes.

"This isn't your fault," he reassured her quietly.

"But I feel so helpless. I don't know what to do." He laughed humorlessly as he sank down to the floor, catching her attention. "Sir, are you alright?"

"No. N-no, I'm not," he stammered, burying his head in his hands. "I love her. And she doesn't remember. After twenty plus years of wasted time, I allowed myself to hope that we would be able to finally have that conversation and now that we have, she doesn't remember."

"But that doesn't mean that she won't. There's still plenty of time. May will come back to you. She always has, hasn't she?" She asked him knowingly.

And she had. She'd come back to him after Bahrain, different, but still May. After their fight last year, when he'd told her in anger to find somewhere else to be, she'd left to find the answers he'd needed and then she'd returned, loyal to him even after his outburst. And even after her death, somehow she had made it back, against all odds, without the aid of the GH-325 serum.

"She's never once let you down. I can't imagine that she'd start now. Can you?" Simmons asked, offering her hand to pull him up from his place against the wall as he shook his head no. "Besides," she whispered with a devilish grin. "We're all rooting for you. And when we get May back to her usual self, we all want that family trip to the amusement park."

A small smile spread across his lips, as he took her hand, accepting her assistance, before shuffling back to towards the bay. Simmons was right. May was a fighter and she always had been. His heart was still heavy and everything was in shambles, but if anyone could fix things, it was May. The coming weeks would be rough, but they would be okay. Not all was lost, yet.

_'If nothing else, I have to believe that there's still a chance or I'll go mad,' _he thought, rubbing his tired eyes distractedly before turning to Simmons who was following close behind.

Narrowing his eyes at her, "I don't know how you found out about that trip," he began, pointing his finger at her for emphasis "but you children obviously need a time out."

* * *

><p><strong>Please leave a review and let me know what you guys think!<strong>


	4. Chapter 4

**_Chapter 4! Okay, please forgive me any typos, it's 5 in the morning where I am and I probably should have waited to post this, but I wanted it up before this weekend because I have to work. So here you go!_**

* * *

><p><em>It was cold. That was the first thing she noticed upon awaking. The temperature was so low that she could see her breath, like an ethereal mist, as she exhaled. Her shoulder throbbed painfully and she could feel the tape and gauze that had been stretched over it, stained red with her blood. The ridiculous impulse to touch it flowed through her, but she realized quickly that her hands were bound tightly, leaving no room for leverage to escape, let alone to pick at her injury, the skin at her wrists red and raw. Fear flooded her senses quickly, breaths coming in short gasps, though outwardly her face remained calm, like she'd perfected over the years.<em>

_She was groggy, disoriented under the bright white examination lights and she __was in pain.__ It wasn't the type of thing she liked to admit, the feeling of being weak always managing to leave a bitter taste in her mouth and she swallowed thickly in an attempt to chase it away. Her leg felt unnaturally heavy and she realized with a start that it was probably broken, remembering the pain of the bone snapping under the weight of the fallen beam. If she could even escape her bonds, she would be immobile, unable to even stand without assistance, but despite the helplessness she could feel creeping in, she struggled against the ropes holding her down, gritting her teeth against the pain that shot through her sore limbs._

_"I wouldn't bother with that, sweetheart." _

_Turning towards the speaker abruptly, she winced at the pain that lanced through her skull making her dizzy. The man walked towards her, face shrouded in shadow. His eyes glinted dangerously as he stepped closer brandishing a needle filled with a clear indistinguishable liquid. _

_"You're going to be here for quite awhile."_

_She watched as he advanced on her, before lifting the needle to her arm. She could feel it as it pierced her skin, the serum burning through her veins as if she'd been set on fire._

A strangled gasp left her lips as she shot up in her bed, pulse rapid and shirt sticking to her uncomfortably as she fought to breathe.

_'It was just a nightmare,' _she thought, quickly utilizing one of her breathing techniques to calm her racing heart.

May was no stranger to nightmares. In fact, it was rare that her dreams were ever truly peaceful, but it had been quite some time since she'd woken up in a cold sweat, gasping for air. After Bahrain, nightmares had been her constant companion, flashes of blood and death appearing behind her closed eyes, bodiless screams echoing in her ears as she slept fitfully. Over the years, she'd grown used to it, brushing them off every morning and going about her day as if they'd never happened.

Pushing the covers off and climbing out of bed, she switched her sleep attire for sweats and a tank top, pulling her hair up before heading down to the gym to get an early start on her Tai Chi, before Skye would join her in about an hour. Beginning her stretches, she winced at the now familiar twinge in her shoulder, working the muscle gently to warm herself up. Falling quickly into her usual rhythm, she breathed deeply, willing her hands to stop shaking as she thought over the past week.

None of them had really mentioned the past two months, neither in any sort of detail nor even in passing. The moment she walked into a room all talking would cease, looks would be exchanged, and a topic change would suddenly be in order and since Hunter, Morse, and Tripp had come back empty handed, she had nothing solid to go on. Simmons had been helpful, explaining that she'd need time to recuperate, and though May didn't like being on the sidelines, she would take the girl's advice...for now. The rest of them had been kind and attentive, but they were treating her like glass, as if she could break at the slightest provocation. She understood their behavior but it was beginning to unnerve her.

Skye was treating her normally, which she was grateful for, but she could detect a certain level of anger in her young charge. May wasn't sure if Skye was aware of it, but the girl had been sending glares in Coulson's direction, albeit small ones, but they were there, easily detectable if you were paying close enough attention. Coulson, was mostly the same, though there was a lingering sadness in his eyes when he looked at her that she didn't quite understand, but that made her heart seize up all the same.

She knew it had something to do with her time away, though for the life of her, she couldn't recall what. They had told her she'd been gone for forty-three days, but to her, it had seemed mere moments, though that too seemed wrong in some way. Nearly two months of her life had been wiped clean, a large chunk still missing, but she was alive. Broken, it seemed, but alive.

She sighed, before jumping out of her skin at the sound of Skye's voice as the girl came up behind her.

"Sorry, I didn't mean to scare you, May," she mumbled apologetically.

"It's alright. I was just thinking and lost track of the time."

"How long have you been up?"

"A little over an hour, I think."

"Couldn't sleep?" She rolled her eyes at the poorly hidden questions that concerned her well being, but ignored the impulse to say something that could hurt Skye's feelings, biting her tongue to keep herself in check.

"Just a bit restless is all." Skye nodded sympathetically, before dropping into her warm up stretches, mirroring May's own movements almost exactly.

They were silent for awhile, their breaths deep and even as they concentrated on their movements, but she was antsy to get some actual practice in, so bowing to Skye, she lunged at her student, not surprised when Skye threw up a block, before throwing a punch aimed at her face. But the girl would have to be faster than that to trip her up if she wanted to land a blow. They sparred for a few minutes, both women playing off the other's strengths and weakness, both landing solid punches, but through lack of sheer experience and a lower endurance level than her teacher, Skye was beginning to get tired, made apparent by her wilder punches and heavy breathing.

After landing a particularly hard blow to Skye's stomach, the agent doubled over, panting as she asked, "How can you still be so agile with a busted arm and mending leg?" She was gasping for air, holding her sides, before she mumbled quietly, "Out of all the things you had to forget, why couldn't it have been your fighting skills."

_"Stop fighting me and this will hurt a lot less, I promise."_

_"G-go to h-hell."_

_She could hear him growl in annoyance, before his mind lashed out at hers, tearing into her thoughts cruelly. She cried out at the sudden intrusion, at the feeling of having a stranger sort through her memories like they were dog-eared pages in a book, words stamped in black and white for all to see._

_"If you would cooperate, you'd see him a lot sooner."_

_Phil._

_"You want to see him, don't you?"_

An overwhelming sense of deja vu took hold of her and she faltered at the unrecognizable voice that echoed through her mind. Skye took advantage of her distraction, hitting her squarely in the stomach, knocking the breath from her lungs. But May was dizzy and unbalanced, losing her footing and tumbling to the mats like dead weight, bright dots shimming before her eyes as if to taunt her for her mistake.

"May!"

She could feel Skye shaking her shoulders lightly, her dark silhouette hovering over her. She willed her eyes to focus, but there was a roaring in her ears coupled with a dull, throbbing sensation at the base of her skull that signaled a headache and she closed her eyes against the pain.

She tensed slightly, eyes flying open when she felt a warm hand cradle her face. It was too large to belong to Skye and there was only one other person in the Playground that would touch her so intimately. His blue eyes were drawn together in concern and she watched his mouth move, but unable to make out his words, she focused instead on the way her skin tingled from his touch where his thumb stroked her jaw tenderly, pulling her back from the fog that had infiltrated her mind.

"May? Can you hear me?"

She nodded slowly, allowing his touch to ground her as she came back to herself. As she sat up slowly, his hands immediately slipped to the small of her back in support as she pushed herself to her feet. She was still sluggish, knees weak and refusing to cooperate, but before she could even stumble, his arms wrapped securely around her waist from behind to steady her, accepting her weight as she leaned back into him heavily.

"Do you need Simmons?" he asked softly.

She could feel his warm breath on her ear and she shivered involuntarily, unable to stop her reaction from having him so close.

"Melinda?"

Realizing that she'd forgotten to answer, she shook her head slowly, indicating that she was fine. "I just need a moment."

She could smell his cologne, its familiar scent of mint and leather clearing her mind as she unconsciously tilted her head further towards him, burying her nose into the skin at his neck.

She felt safe. Safer than she'd felt in quite some time, and though her head was no longer spinning, he didn't let go, strong arms that were so cleverly hidden under the crisp white sleeves of his suit, encasing her protectively against his chest.

She'd felt like they'd done this before, though she couldn't recall when. She could almost picture the way her hands would curl in his shirt, of the way he would tilt her chin up towards his lips, using his hands to caress her face as she allowed him to take control.

Pulling away from him abruptly, she realized with a certain degree of shame that she was blushing, the heat painting her skin a rose pink.

_'What the hell is wrong with me?" _she asked herself incredulously, feeling weak for an entirely different reason all together.

He was looking at her, as if waiting for her to say something, almost pleading with her, but for what she wasn't sure. His blue eyes were beseeching her, boring into her own with such intensity that she was forced to look away, eyes dropping down to take in her surroundings instead.

"Where did Skye go?" she asked, only now realizing that the two of them were alone.

He sighed in an agitated manner, running his hands down his face tiredly before answering, "She went to make tea. It's probably her way of saying 'I'm sorry' for punching you so hard that you collapsed on the mats."

"She never would have gotten off such a good hit, if I hadn't been-"

"I know," he cut her off gently. She could hear the silent question in the tone of his voice, as if asking her why she'd fallen, but she didn't know herself so she ignored it, changing the subject.

"You haven't slept."

He was instantly confused by the direction their conversation had taken, mouth falling open slightly to gape at her adorably.

"You're wearing the same tie you did yesterday," she informed him, referring to the light blue, diagonally striped tie that brought out the color in his eyes. It was one of her favorites.

His face dropped down to look at the offending piece of clothing around his neck, as if cursing it for giving him away, before muttering something about how she was far too observant, causing the corners of her lips to lift in amusement.

"You're one to talk."

Lifting her eyebrows in a silent demand for him to elaborate, he began, "You haven't slept well either."

"Not because I haven't tried," she admitted quietly.

"Nightmares?"

When she nodded, he frowned sympathetically. "The usual?" he asked, referring to her recurring horrific dreams of Bahrain.

"No, I-"

It was about that time that Skye practically ran through the door, holding a steaming mug of tea and May cursed inwardly at her for interrupting them, but was immediately intrigued when she looked over to see Coulson practically doing the same as Skye passed the drink to her.

"I'm sorry. I didn't mean to hit you so hard," she mentioned, watching as May lifted the mug to her lips to take a sip. "Did I make it right?"

Nodding her head as she allowed the warm liquid to slide down her throat. "Don't apologize, Skye. I was distracted and you were right to use my weakness to your advantage. Opponents won't say that they're sorry and neither should you."

"Well, yeah, but you're not my enemy." She replied to which May cast her a sideways glance, eliciting a grin from the younger woman. "You know you love me," she spoke in a sing-song voice to which May huffed dramatically.

"You can't prove that."

"I don't have to. We all know it," Skye replied, casting a meaningful glance in Coulson's direction before sauntering out cheekily as they watched her go.

Turning back to her, he asked, "Are you sure you're fine? Maybe you need to eat."

She sighed, knowing that he wouldn't just let this episode go, but if it made him feel better she'd eat.

"Only if you keep me company," she bargained, smirking when his stomach growled as if on cue.

"Deal."

* * *

><p><em>'It'll be Christmas soon,' <em>she thought tiredly, watching the light snow fall outside one of the bay window's in Coulson's office. The temperature throughout the Playground was relatively comfortable, but she was shivering despite her wool sweater, sweatpants, and socked feet.

The days were passing quickly, but even the promise of holiday cheer was failing to elevate her mood. She felt drained, unable to escape the whispering voices in her head. A word, a feeling, or a nightmare reminding her of her recent horrors little by little.

For now, she was waiting for them all to return from a mission, only Mack, Hunter, and herself left to hold down the fort. Coulson had gotten tired of Bobbi and Hunter's squabbling quickly, once he'd realized that her shoulder would take more rehabilitation than they all thought, meaning that she wouldn't be there to babysit them like usual. They'd left that morning in a hurry, some friend of Phil's having Hydra intel of some nature, so he'd gone to assess, leaving her here to recuperate.

_'You miss them, Agent May,' he whispered softly. 'It's okay to miss them. I know you do.'_

_'You know nothing about me,' she bit out through gritted teeth, hissing as he delved deeper into her mind, not caring about the pain it would cause her as her long buried secrets came to the forefront._

_'You care for them.'_

Shaking her head to try and clear it, she was fighting against broken memories she couldn't piece together, against the feelings that didn't feel like her own anymore. She sank onto the couch, pulling a plush blanket off the back before burrowing under it to get warm to defend herself against the ever persistent chill in her bones, but just like peaceful dreams, warmth eluded her as she leaned back to watch the snow.

"_We just need to know your base's location. Tell me where-no, you don't even have to tell me. Just show me, and I'll return you to Coulson."_

"_I'll n-never do that. I'll never betray them."_

"_Oh, but you have before. He even sent you away."_

"_It doesn't matter. He forgave me for that."_

"_Yes, yes he did, but you haven't forgiven yourself, have you?"He grinned when she said nothing to dispute it, her body stiffening when he entered her mind again. "He welcomed you back with open arms, like it had never happened." He gasped then, surprised at his unexpected find, "You believe you've failed him."_

_She screamed, voice cracking, body convulsing as he delved deeper into that particular memory. "Is that why you're so willing to follow him to the grave?" But he frowned immediately upon asking the question. "No, that can't be right. That's rooted in your heart and I can't go there, unfortunately, and your mind only shows me so much of what drive's your loyalty."_

_He allowed her to relax momentarily, sorting through her more easily accessible memories closer to the surface, sifting through them for his own amusement._

"_But I have a good guess on what motivates you. I wonder if he feels the same."_

_She was out of breath, panting with the effort to stay awake, tears pooling in her eyes. _

"_You should sleep. All of the fight in you with disappear at some point and it's only a matter of time, Agent May. Sleep would be a welcome reprieve, you know."_

"May, wake up!"

"_It would make all of this so much easier."_

"Come on, Melinda, wake up!"

Someone was shaking her, voice panicked and distorted to her sleep-addled mind...

Eyes snapping open quickly, she cringed at the bright light of that lamp beside her as she shot up, nearly colliding with Phil as he leaned over her. She'd fallen asleep on his couch, waiting for the team to return.

"Phil?"

"How long have they been that bad, Melinda?" She knew he was referring to the nightmares, by the hard tone of his voice and she knew that she wouldn't be able to brush this off. "How long?"

"Since I came back."

"You haven't been sleeping at all?" He asked incredulously.

"Not if I could help it."

His eyes were sympathetic, voice quiet as he whispered, "You're afraid."

She wouldn't bother denying it. He could read her far too well, could pick out the tells on her face that gave it away. Truth be told, she was utterly exhausted. If it wasn't nightmares keeping her awake, it was the voices that whispered to her in her head. She knew that something had happened, could figure out that it had something to do with an 0-8-4. They'd used her, but for what, she didn't know and the uncertainty left her feeling violated.

"Come on," he demanded quietly, standing up and pulling her with him by the hand before leading her out of the office towards the kitchens. His touch was warm, creating a slow burn throughout her body that went straight to her face and she cursed herself for being so ridiculous.

"Phil, it must be after midnight, what are we doing?" she asked.

"We are going to relax."

"That sounds extremely vague, Phil."

"Trust me."

"You know I do," she told him just as quiet, to which he squeezed her hand gently in response, tugging on it lightly.

Reaching the kitchen, he instantly began pulling out boxes of cookies from multiple cabinets haphazardly as she slid onto one of the stools surrounding the island in the middle. She could see chocolate chip and oatmeal raisin, along with some type of monstrosity covered in bright, blue icing and sprinkles that she guessed belonged to Skye, before she watched him slide a bag of popcorn into the microwave, a girlish giggle bubbling up her throat before she could stop it, causing him to turn and stare at her in surprise, eyes wide in delight.

"Well, you must be more exhausted than I thought if you're giggling like that," he teased with a smile, "Want to tell me what's so funny?"

Knowing that she wouldn't be able to avoid explaining when he was looking at her that way, she began, "Do you remember that Halloween we decided to have a movie marathon, when your microwave busted and you spent three hours trying to make popcorn on the stove, swearing left and right that it couldn't be that hard."

"Of course I remember," he laughed, before snagging one of the chocolate chip cookies and popping it into his mouth. "My apartment smelled like smoke for a month."

"It took you five tries and a ton of expletives, before it was anything close to edible and by the time it was finished, we'd both had so much to drink that the taste of it probably wouldn't have mattered in the first place."

"Most of it wound up on the floor anyways or in between my couch cushions. We were too drunk to get it in our mouths." he remembered with a grin, eyes bright in mirth.

"I think it was mostly because we were laughing so hard," she replied, laughing between bites of her own cookie. "I don't think we saw a single scene of the movie."

"It was the first time we slept together," he chuckled lowly, catching her eyes as they snapped up to his own, watching her attentively with a small smile.

_'Is he flirting with me?' _she wondered, paying far more attention to the way his eyes shone in the dim light as he recalled the memory, rather than the words coming out of his mouth.

"We passed out in front of the tv, covered in popcorn and candy wrappers. I woke up with your head on my chest, to the smell of your apple scented shampoo, because your hair was tickling my nose."

She'd forgotten that little detail. They'd slept well into the afternoon, curled up together on his couch, before waking up with hangovers, curing them with a cocktail of sweets and aspirin throughout the day, smiles plastered on their faces for the following week.

"I gained ten pounds because of that holiday alone."

"Oh, please, you've always been perfect," he whispered, before getting up to grab a couple beers from the fridge, extending one out to her.

_'...but even then, you were so beautiful, Melinda.'_

She was frozen in place, hand half-extended to accept the offered beverage, complete and utter confusion marring her features. It had been Phil's voice that time, she could pick it out anywhere, but this was different, the tone of his voice devastated and heartbroken, the words and the emotion in them causing her heart to beat wildly in her chest.

She was broken out of her thoughts by his voice, but this time only slightly concerned as he frowned at her, still holding out her drink.

"Are you alright?"

She could feel that familiar dull ache creeping up her spine and into the base of her skull, temples beginning to throb uncomfortably. Shaking it off as best she could, she took the beer, sighing as she held the bottle, allowing the cold to seep into her hand until it stung to clear her fuzzy mind.

"Yeah," she mumbled back, before hopping of the stool as he poured the now open bag of fresh popcorn into a large glass bowl. "What's this for?" she asked, referring to the beer in a desperate need to change the subject.

"I told you, May. It's for relaxing."

He was eyeing her suspiciously, but moved back to his task, grabbing the bowl of popcorn and his beer as she grabbed the cookies, before they headed back into his room, losing a few kernels on the ground along the way. "Well, it isn't Halloween and we don't have _The Shining _on DVD, so I'll give you two choices. We can either watch _The Matrix _or we can watch _V for Vendetta_."

"Those are two very different choices, Phil," she pointed out, "but in honor of the fifth of November, which was not too long ago, I choose V."

"I should have known. You always choose the masked vigilante," he complained, unwilling to point out that she had been dead on Halloween and alive, but unconscious on the fifth, the memory bringing a bought of nausea to his stomach. He set the food down, crossing to his dresser that doubled as his entertainment center to turn on the movie as she grabbed extra pillows and piled them at the head of the bed before climbing beneath the covers.

"If you wanted to watch _The Matrix_ for the millionth time, you shouldn't have given me a choice. You know I always choose revenge," she quipped playfully.

He scoffed in good humor, before settling onto the left side of the bed beside her, throwing his arm across the pillows behind her head. Expertly opening her beer, she downed about half before settling back into the cushions, grabbing one of the garishly decorated blue cookies she was drawn to. She knew he didn't really care which one they watched, as it had been far too long since they'd had enough down time to watch a movie together to squabble over films.

_'Even longer since I've had so many sweets and a nightcap,' _she thought as she licked frosting off of her fingers, tips stained blue despite her best efforts to get it off, completely unaware that she was being observed discreetly by her silent companion. But sometime during V's revolution against London, her eyes had begun to droop, the beer doing its job in relaxing her enough to make her lethargic, as she leaned further into the warm body next to her. Her head was now resting comfortably over his heart, its steady rhythm and the warm security of his arms as they settled around her, lulling into a peaceful night of sleep for the first time in years. He followed soon after her, pulling her closer unconsciously, nose buried in her hair once again, secretly delighted that she still used the same apple scented shampoo after all these years.

* * *

><p><strong>The next chapter will likely be up sometime next week.<strong>

**For those of you that have reviewed as guests, whom I can't reply to in a PM, thank you for your beautiful reviews! Keep them coming!**


	5. Chapter 5

**I've made it to Chapter 5! When I started, I thought I might get a couple views and maybe 10 reviews if I was lucky, but you guys are amazing! I've gotten over 30 reviews! Thank you all, so much! It's way more than I expected or what I though my story deserved.**

**That being said, this chapter didn't come as easily to me as the others. I knew that I'd get a little bogged down somewhere in the middle, but even though I was expecting it, I didn't realize how much it would annoy me. **

**Anyways, I hope you guys enjoy this one as much as you have the others. **

* * *

><p>"Has anyone seen May? Or D.C. for that matter?" Skye asked, completely annoyed with her superiors for disappearing on her without a trace. May had failed to show up for Tai Chi this morning and after scouring the Playground for over an hour, she'd seen no sign of her SO and she was beginning to worry, that familiar feeling of unease creeping up her spine.<p>

"Nope, haven't seen them," they chorused, all of them thoroughly amused when she stomped out in a huff to continue the search, like an errant child in search of her lost parents.

She wasn't too keen on bothering Coulson, especially since she'd learned about his carving. She was concerned about him, but he'd told her that May was looking after him, which normally would have set her at ease, but her SO had been walking around the playground like a ghost lately, looking haunted by something unseen to her own eyes, but being classic, anti-social May, so far she'd remained tight-lipped about it, choosing instead to focus on her rehabilitation and getting back in the field. However, May hadn't missed a session of Tai Chi since she'd been back, usually showing up earlier than their agreed upon time of five in the morning, often well into her stretches by the time that Skye managed to drag herself out of bed, but she'd searched everywhere for May and had yet to see any sign of the missing woman.

Making her way towards Coulson's office, she knew that if he wasn't behind his desk, that he'd either be carving up a rather unfortunate stretch of wall or he'd be sleeping.

She hoped it was the latter.

But regardless of his current activity, whatever that might be, he'd want to know that May couldn't be found. She was certain of that.

Stepping up to the door, she jumped slightly when she stepped on a piece of popcorn, the crunch under her foot startling in the silent, deserted hallway of the upper floor that housed his quarters, which were made up of his office, through which his bedroom was connected by a single door.

"What in the hell?" she asked herself under her breath before shaking the pieces off of her shoe. She was certain that when she'd seen Coulson return to his office the previous night, that popcorn hadn't been involved, but shrugging her shoulders at the unusual sight, she waved it off; popcorn was the least of her worries right now. Knocking on his door lightly and calling his name, she frowned when she received no response, and after opening the door slowly, she stepped inside to find the room empty, except for a trail of the fluffy, white kernels leading to his bedroom door.

Crossing the room quietly, she tiptoed up to the frosted glass of his door, sticking her ear against it to hear better, hoping that she'd pick up the muffled sounds of snoring and not the scratching sound of a sharp blade against cracking plaster. Testing the knob, she was surprised to find it bolted tight, but it was a standard lock, conventional and relatively easy to bypass, and so, pulling a bobby pin out of her hair, she smirked in triumph when a small click sounded, before she pushed the door open slowly, just enough that what she saw made her gasp in surprise, hands quickly coming up to cover her mouth to stifle the sound.

They were fast asleep, both of them on their sides facing the other, May's head buried under his chin, her hands against his chest as she slept beneath the thick duvet. He too, was still sleeping, one arm beneath May's head like a makeshift pillow, and the other wrapped tightly around her waist, keeping her close to him, his nose buried in her hair as he lay contented, breathing deeply.

Without realizing it, she had pushed the door open wider, wanting a clearer view of the two of them, but the old door creaked loudly and she could see small creases gather between Coulson's eyebrows instantly as May shifted restlessly at the disturbance. Skye willed herself not to move, as she watched enraptured by the sight before her, as Coulson moved slightly towards his oldest friend unconsciously, his arm tightening further around May's waist, the frown on her face disappearing almost immediately as he placed a small kiss on her forehead to soothe her, before she settled once again.

Deciding that she'd intruded far too much into their intimate scene, she backed away as quietly as she was able, not even bothering to close the door, lest it creak again and give her away. She crept back into the hallway, closing the office door behind her, before leaning against it, pondering what she'd just witnessed.

She wanted that, the profound love and devotion the two of them shared, even in sleep, but it wasn't the kiss or the tangled limbs she'd remember. It was the utter peace on both of their faces as they slept that would stick with her, faces that were usually so dark and serious under the weight of their burdens, now so relaxed and unmarred by worry, as they lay wrapped protectively in one another.

She wanted to weep at the unfairness of it all.

Coulson had ordered them not to speak of the events in the hangar, fearing that whatever May had unconsciously repressed would harm her further. And to her complete and utter horror, Jemma had agreed with him reluctantly, choosing the medical standpoint instead of the emotional side that Skye favored so much. She understood why it had to be this way, but it did nothing to comfort her and despite the logic behind their decision, she didn't like it.

Every day, May got a little more quieter than usual, looking more and more like an apparition than the strong woman they all knew. And there was nothing she could do. It wasn't her place to inform May of his feelings and she knew that telling her something she couldn't face, could damage her further if they forced her to remember too quickly. Skye had disobeyed orders before, but this one was too personal to take chances with and far too risky.

* * *

><p>Through the veil of sleep, she slowly became aware of the fact that there was a pair of strong arms around her waist, his grip still tight despite his even breathing that told her he was sleeping, and she noted that, though she could certainly take care of herself, there was an odd, reassuring feeling of security that came with being wrapped in Phil Coulson.<p>

She smiled as the previous night came back to her. He'd somehow known exactly what she'd needed without even posing a question. He'd successfully calmed her, knowing full well that she wouldn't take too kindly to being coddled and in a bought of pure genius, he'd resorted to the old classic of a good movie and a variety of comfort foods to do so. It was a ruse of his that she knew well, but she'd allowed him to do it anyway and strangely enough, she had no regrets. Even now, after waking up in his arms, it was easy to push away her feelings of trepidation, in favor of something warmer, as a flash of tenderness for the man next to her invaded her senses.

Slowly leaning back, she took in his face that was barely an inch from hers on their shared pillow. He looked younger in sleep, the lines that marred his features smooth and the tense muscles of his jaw relaxed. She searched his face for any signs of distress as she pulled away, trying to untangle herself, but he groaned in annoyance at her shifting, pulling her back against him, breathing deeply and completely oblivious to her attempted escape.

It took her almost ten minutes, but eventually she succeeded, standing up with a stretch, infinitely pleased when her shoulder didn't spasm up at the action. She crossed the room quietly before stopping at the threshold, and in a need to imprint the memory on her brain, so that she wouldn't forget, she turned and looked back at him, smiling softly at the picture of peacefulness he exuded as a delicate warmth spread through her chest and upwards to paint her cheeks a bright pink. Deciding that she'd stared enough, she shut the door behind her without a sound to be heard and breathed a small sigh of relief at her victory.

Exiting his office, she made her way down towards the gym with the intent to get some practice in before heading to the showers. Wrapping her knuckles up with tape and performing her stretches, she plowed into the punching bag for awhile, sweat dripping off her body at the intense work out. Usually the rhythmic sound of her fist against the leather of the bag was soothing, but she cried out when her wrist bent unexpectedly behind the weight of her blow, pain shooting up her wrist and completely caught off guard when the bag blurred before her eyes.

"_All the pain will stop, if you just tell me where!"_

_He was angry, well more livid than simply angry. She no longer had the strength to fight back verbally, choosing instead to think of Phil, as she slowly succumbed to the whims of the strange, but gifted man standing beside her._

_She could see the darkness edging into her vision, tears blurring her eyes before sliding down her face to land somewhere on the metal table at her back. She was too weak to hold them in, cold and hungry, her body aching terribly as he rifled through her brain, looking for the location of their base._

"_Yes, the base. Show me where, Agent May, and I'll take care of you."_

She collapsed onto her knees, hands coming up to cradle her head as it pounded in her skull, her chest heaving as her lungs struggled to accept the air she so desperately needed. Leaning back on her heels, she pinched the bridge of her nose to stem the blood flow in an attempt to calm her aching mind.

The memories had started coming more frequently, some more and more painful to remember and she wondered if, at the end, she'd still be sane enough to function properly. But then there were others, all of Phil's voice that, though unpleasant, were what she wanted to remember the most, but that still alluded her, seemingly all just out of her reach.

Hearing footsteps on the metal stairs leading down to the gym, she was not surprised to see Skye walking through the door and was suddenly grateful that she hadn't come in just a minute before to see her dazed and unable to suck in a breath.

"I see you're working up a good sweat. Making up for the Tai Chi you missed this morning?"

There was something in Skye's voice that alerted her instantly to some sort of scheme the brunette had going, but she wasn't sure what, so she answered the girl's original inquiry instead, ignoring her headache all together.

"Something like that," she smiled softly. "What time is it anyways?"

"Around noon, I think. You just missed lunch."

She hadn't looked at the clock as she'd left his room and was genuinely surprised at the nine or so hours of uninterrupted sleep she'd gotten; it was the longest span she could remember that wasn't directly related to an injury or sedation and for once, it wasn't a struggle to keep her eyes open. She had Phil to thank for that, she realized quickly, the corners of her mouth turning up slightly.

"Are we sharpshooting today?"

She nodded, pleased that Skye was so interested in advancing her weapon skills. "Let me shower first and then I'll meet you at the range in about an hour?"

"Sounds good." Skye agreed, turning to leave her SO to her workout.

"Oh and Skye?" she called after the retreating figure.

"Yeah?"

"Please refrain from picking any more locks."

The young agent's eyes widened comically, gaping when May smirked as she stood up. "How did you know it was me?"

"There's only one person here that has enough bravery, or foolishness, to do such a thing, and that would be you. Plus, you stepped on a piece of popcorn as you left, some of which is still stuck to your shoe," she informed her, pointing to the small pieces that had fallen out of the sole of Skye's shoe, "and you left the door ajar." she informed her student, enjoying the teasing banter far more than she should, despite the breach of privacy, though for some unfathomable reason, she found that she didn't really mind. "Next, we're going to work on your espionage skills. Rule number one, never leave evidence behind."

"Yes, ma'am," Skye mumbled, looking as if she'd been caught with her hand in the cookie jar, shuffling out as May shook her head in amusement.

* * *

><p>Later that week, after an hour of Simmons stretching her arm in every uncomfortable way the girl could think of, the biochemist had reluctantly cleared her for field ops, much to May's relief, and she was itching to get out of the Playground, even if it was only to be the actual pilot for a change.<p>

Now all she had to do was take her updated file up to Coulson's office for him to peruse. But she'd had the file for a few hours now, and yet, she still hadn't taken it to him, stalling instead of getting it over with.

She was nervous.

Something had shifted between them, though she couldn't say if it had happened before or after her accident, thoughts drifting back to their movie night and the comfort she'd found in his arms. Her heart seemed to be in on the secret, but her mind was still uncooperative, choosing to give her small flashes at a time, rather than to just put her out of her misery. They hadn't spoken much about that night, somehow silently agreeing that speaking about it would make it more real than it already was. She wanted to remember, wanted to understand why the line they'd been dancing around for years, was suddenly edging in around them, threatening to suffocate her if she couldn't figure it out in time.

She wondered if this was how Phil felt while he was carving; the raw need to understand or shatter completely, the feeling of knowing but not truly aware of what the truth could mean or what the consequences might be, but that all-consuming need to discover the secret before it ate them alive, ever-present.

Phil's desire to carve had gotten more frequent and more volatile, much like her memory fragments, the urge overtaking him nearly every day now. She could see his struggle in the set of his jaw and his shaking hands as he held the knife stiffly in his fingers. He was losing control and she was running out of time to find a solution, her own problems slowing her progress, but Skye was aware of his secret now and she could rest easy knowing that if there was a real problem that Skye would tell her immediately.

She sighed as she knocked on his door, but when she received no response, she frowned, opening the door slowly before stepping inside. He was sitting behind his desk, head in his hands, and the look on his face was one of utter disbelief and horror.

"Phil?

He hadn't heard her come in, but she knew he was aware of her presence. His eyes closed at the sound of her voice, almost as if it was a balm to whatever pain he was feeling. He didn't acknowledge her words as she stepped further into the room, before she closed the door behind her. As she approached him, her eyes picked up on the bright crimson S.H.I.E.L.D. emblem that was spinning on one of his display screens, signalling an alert of some kind.

"What is it, Phil?" she asked again, a hard edge lacing her tone.

He looked at her then, eyes tired and red, as he sucked in a breath before he let it out slowly between clenched teeth. "Ward has escaped."

Immediately, she was overwhelmed with the sudden urge to hold him to her, to tell him that it wasn't his fault, that he'd done what he could and that they would find Ward, but she knew that no matter how much faith he had in her or even in their team, that he wouldn't believe her. Unfortunately, they both had the terrible habit of taking on far too much blame for the things they really had no control over.

"Simmons has cleared you."

It was such a strange statement when one considered the events unfolding around them, but noticing her confusion, he motioned at the folder still clutched in her hands. She nodded as he stood up and crossed the room to stand in front of her, his horror being replaced by sadness as he looked at her, her heart breaking at the evident pain she could see in his eyes.

"I need you to bring him back."

She knew instantly that this was costing him more than he was letting on.

"I can hear the 'but' in there, Phil."

"This file," he began, taking the folder from her and tossing it onto the floor behind him, paying no attention to the crisp sheets of paper as they slid out to cover the carpet, "means nothing to me. You have no idea how much I hate sending you out there after him, when all I want to do is keep you here and safe, but you are the only one that can bring him back. If you can't do this-"

He broke off suddenly, hands quivering violently, but she didn't know if it was from the compulsion of the GH-325 or the emotion clouding his voice. She sensed that there was more he needed to say, so she waited patiently until he could gather his thoughts. He stepped towards her slowly, his hands coming up to cup her face, his palms warm against the skin of her cheeks as she leaned into his touch.

"You are not expendable, Melinda." he whispered, voice catching. "And you are not allowed to die."

Her heart jumped into her throat, lodging itself there and preventing her from making a reply, her mind going blank under the weight of his stare. She was panicking inside, an instinctual need to pull away overtaking her as her heart thumped loudly in her ears, but as he leaned closer, his eyes slipping down to her lips, she realized just how much she wanted this, whatever _this _was. But then, the hurried footsteps of the team could be heard approaching and he groaned in annoyance, his head sinking down in defeat until his forehead rested on hers, still cradling her face in his hands.

"If anything feels off or if anything feels even remotely like a trap, you come home, do you understand me?" he breathed. "You come _home_, Melinda. That's an order."

He stepped away just as the door opened to reveal the concerned faces of their young agents, but he didn't greet them, choosing instead to hold her gaze, blue eyes pleading as they watched her.

"_I need you to come back to me."_

Pushing the memory from her mind, she nodded once, easily acquiescing to his hushed order, before she slipped out towards the Bus to get ready.

* * *

><p><strong>I don't have many chapters left, maybe two to go before this is complete and then a one-shot in December to round it out, but please leave a review! It's always nice to hear what you guys are thinking. =D<strong>


	6. Chapter 6

Before you read this, I just wanted to apologize for the amount of time it's taken for me to post this chapter. My only excuse is that Thanksgiving and a serious case of writer's block threw a wrench into my system, so please forgive me. =)

I'd like to give a special thanks to my lovely beta _sym-posts_ over on Tumblr. You are a life saver, so thank you for talking me through my block!

Also, if you are not caught up on Agents of S.H.I.E.L.D then there are some heavy spoilers in this chapter.

* * *

><p>Her heart was beating out of control, in what she guessed was a minor form of hysteria, her pulse quick and off-kilter, making her dizzy as she piloted the bus. For a little over an hour, she and Trip had heard nothing over the radios from their team. No voices and no static. Just silence.<p>

Her stomach had plummeted and she could see Trip giving her concerning looks from his place at her right. Outwardly, she didn't allow nervousness or distress to cross her features normally, always choosing to keep certain emotions off of her face, but she'd failed to mask them this time in response to the shock, and her co-pilot was picking up on it. For once, she couldn't have cared less.

_Something was wrong._

As if on cue, static buzzed through the plane's communication system and Skye's voice filled the cockpit. May could feel the blood drain from her face as Skye relayed what was happening, each word amplifying her dread.

The memory machine.

Her mind flashed back to the last time she'd seen that horrid piece of equipment, when Raina had used it on Phil months before, the pain that was etched on his face and his words as he begged them to let him die still fresh in her mind. The memory of it alone was enough to make her shiver.

She wanted to kill him.

And if it wasn't for being in this plane, which was currently thousands of feet in the air, or for Ward, who was still loose and wreaking havoc, she'd be there to pull him out of that goddamn machine, just so she could kill him herself.

But his orders had been clear: bring Ward back. And despite how much she wanted to disobey or how much she wanted to go to Phil, she couldn't leave the rest of her team below, without extraction or back up air support; they'd be stranded. And her hands were tied.

_'You'd better not die, Phil,' _she told herself through gritted teeth, hands gripping on to the yoke tightly as she willed herself to breathe.

* * *

><p>She couldn't remember a time when she'd landed a plane so recklessly, but she needed to see him, to make sure that he was fine before her mind would be at ease, knowing that her worry and concern wouldn't dissipate until she'd actually seen him in the flesh.<p>

Lowering the ramp quickly, she stepped out into the hanger before striding forward towards the closest staircase that would lead her to him, but as she reached the middle of the wide, open area, the floor began to spin, the familiar, but blurred surroundings making her light-headed.

_She could see them—all of them as they stood around her in a loose, but unified circle._

_Hunter was off to the side with Bobbi to his left and Trip not far behind, all pointing guns in her direction with varying degrees of uncertainty flickering across each of their faces. Mack was just beside Lola, unarmed, but tense and rigid in his stance in case he was needed, his sheer size a powerful weapon on its own. Jemma and Fitz were on the landing above her, clearly both frightened but sporting brave faces regardless, watching avidly from their higher vantage point. Skye, too, was aiming her side-arm at her, finger poised to pull the trigger. However, May could tell that her hands were shaky and her arms slack, but she appeared heart-broken for some unknown reason as she stood slightly to Coulson's right. But none looked so badly as Phil. He looked ill, sickened by whatever he was hearing from the two slightly unbalanced looking people standing near her. She couldn't shake the feeling that she knew them, but she couldn't remember how theywere connected to her or why they frightened her._

_She knew that they were speaking, could see their lips moving, but it sounded as if she was in a tunnel, the pressure in her ears rendering her unable to make out their words completely, but she watched as Phil's appearance grew more distressed as he focused on her once again, staring at her as if he was afraid she'd disappear if he lost sight of her._

_She was confused by the guns aimed at her, by her team's distress, and by the way that her body wouldn't respond to her own commands. She wanted to flee from these people, suddenly afraid of them and what she could feel they were capable of, but she was stuck in place, either unwilling or unable to distance herself from them, knowing subconsciously that no manner of inches or yards from the strange man would free her._

_Though she wasn't quite sure what being free meant for her now..._

_The two strangers were walking away, Coulson trying to run after them, to force them to explain, but through some impulse she couldn't control, she stepped in front of him, stalling his movement abruptly._

_'Shoot me!' she thought frantically, wishing that her mouth would obey her mind, that they would hear her plea, and willing them to knock her out before she could do any harm, feeling her muscles coil as she readied herself to fight. 'Please, shoot me! I don't want to do this.'_

_His eyes widened as she lunged at him, surprising him enough for her to land a hard blow just below his ribs. _

She lurched backwards as if she'd been the one struck, Phil's name escaping her lips in a soft whisper as Trip's strong hand came up to encircle her upper arm to steady her before she could fall to the floor. Out of the corner of her eyes, she could see him glance in the direction she was fixated on, but she knew he'd see nothing, despite how real they were to her. They were all still there, standing around her like ghosts, waiting for her to do something, it seemed. She wanted to reach out to see if she could touch them, to force them to stay and tell her what it was that she was supposed to remember, but their figures were disappearing like smoke, their features distorting slowly and then all at once, as if they'd never been there in the first place.

"Agent May?"

She could hear the concern coating Trip's voice, the silent question hanging in the air as she righted herself as quickly as she could despite her sluggishness. "I'm alright. Thank you."

He nodded and let the subject drop, but stayed relatively close; close enough, that should she fall while ascending the stairs, he was capable of catching her. Normally, she probably would have been annoyed at the special treatment, but she wasn't exactly feeling like herself lately, too tired to muster up the annoyance at such a minor offense. When she successfully made it up the stairs without incident, he turned into one of the branching hallways as she continued towards Coulson's office, where she assumed the Director would be.

She waited until she could no longer hear Trip's footsteps, sighing when she stopped in her tracks before reaching the office, leaning heavily against the wall in the secluded hallway. Her breathing was rapid and her vision blurry, hands shaking as she struggled to piece together her frayed thoughts.

The memory was still flashing behind her eyelids, each punch that she'd thrown echoing loud and clear in her ears. Her temples were throbbing as she sank to the floor, voices swirling around in her head chaotically.

"_May would never harm anyone here."_

She scoffed at his voice, so certain and so wrong at the same time. She'd hurt him; she always had it seemed.

Since he'd offered his friendship to her years ago, she'd fought to protect him. She'd never made friends easily, but he'd come into her life unexpectedly and through his own stubborn determination, he'd planted himself in her heart and even despite the disaster that was Bahrain, they'd been stuck with each other ever since. But this time, she hadn't been strong enough and she'd failed him once again.

She was startled out of her reverie by the sound of glass breaking behind his office door. Standing quickly and ignoring the rush of blood to her head as she pushed the door open, she slipped in quietly enough to avoid his detection, her breath leaving her in a soft, relieved exhale as she saw him sitting on his couch, alive, but completely unaware of her presence as he cursed at his predicament, a lamp the unfortunate victim of his clumsy elbows.

His white shirt was stained with his own blood, the rather painful wounds being the source of the damage. She could tell that it hurt him to move his arms, the fabric rubbing uncomfortably against the still weeping injuries he'd sustained in the barn. He'd tried bandaging them, she knew, but it was a sloppy job, even now that his hands were rather still and no longer shaking violently.

She watched him wince when he tried to pull the shirt off on his own, the dried patches of blood clinging to the soaked fabric. He nearly had it halfway off, but he groaned in pain, stopping with the stupid thing partially covering his face, arms suspended above his head comically as he continued to curse under his breath.

He jumped when he felt warm fingers touch his skin, but he relaxed immediately, somehow knowing who they belonged to without having to see her face. She paid no mind to the blood on his skin, hands soft and tender as she pushed his arms further up slowly, peeling off the piece of clothing inch by inch, before she freed his head and tossed the shirt away.

"I know you're angry at me."

She didn't look at him, didn't even acknowledge his words in any way, allowing her silence to speak volumes of her frustration. He chose to watch her work without comment before his eyes drifted up to her face instead.

"I'm sorry," he whispered, voice coming out rushed as she applied peroxide to one of the cuts to his arm inan attempt to disinfect the wound. "I should have waited and I shouldn't have went into the machine, I know that. It was foolish of me."

Still she remained silent as she wrapped a thick layer of gauze around his wrist and forearm before securing it with a long piece of medical tape. She switched to his other arm, being extra careful with the wound he'd managed to re-open in the struggle to remove his shirt, before bandaging it in the same way as the others, eyes adamantly refusing to meet his own as she taped off his last cut, accidentally applying a bit too much pressure as he winced uncomfortably.

"Please, say something, May."

He frowned when she again failed to speak. He could feel the anger rolling off of her in waves, the barely contained frustration stifling as she started putting away the medical supplies. He'd been stupid, his only excuse the compulsion and though he knew that she understood, there was still a void that needed to be bridged, though the gap between them seemed suddenly infinite.

"May?"

"You should speak to them. They're all rather shaken up."

It wasn't anywhere close to what he wanted to hear, but he was grateful that she'd at least started speaking to him.

"So are you," he pointed out observantly.

He could see the redness in her eyes and the way her mouth was set in a hard line as she worked.

"I'm fine, Phil," she told him and he cringed at the defensive tone her voice had adopted, but he knew that if he let it go that she'd clam up, that she'd let it eat her alive before she'd speak of it to someone else, simply because it meant no one else had to deal with the pain she did.

"Don't lie to me, May. I can see that you're not."

Her irritation bloomed into red-hot anger at the continued prodding, and before she could stop it, it was surging through her veins as she slammed the last of the supplies onto the counter, causing him to jump unexpectedly. "Fine. You want the truth?" she asked, allowing her emotions to boil to the surface, though her tired mind urged against it. "You put them in danger, Phil. Skye, Jemma, Fitz, Mack, all of them! You forced them to take part in an experiment that could have killed you, an experiment that they didn't agree with, and then you took off on some goose-chase on your own, without backup, Phil. Without me."

His eyes had widened, his hands reaching for her, but she stepped back out of his reach and she watched as he swallowed thickly, stark apprehension coating his features.

"You asked me to kill you, Phil," she told him quickly, words coming out rushed as she allowed herself to show her vulnerability. "And I don't know if I'm angrier because I agreed to do it or if I'm more upset by the fact that you asked it of me in the first place, knowing that it would cripple me to bury you again!"

She could tell that her words had stunned him, his hands frozen in mid-air and mouth hanging open slightly in shock as he stared at her in heartbroken wonder. She stopped then, eyes dropping down to stare at the floor, instantly regretting her emotional words, but unwilling to take them back.

"Do you have any idea, what you've put them through?" she whispered, anger disappearing nearly as fast as it had come to be replaced by despair as her voice cracked. "You told me to come home, Phil. How do you think I would feel if I came back to find you gone?"

The silence stretched between them, merely a few seconds or a few minutes, he didn't know, but as he opened his mouth to apologize, he paused, noticing far too late that she'd begun shaking, body trembling slightly to match the rather pronounced quiver he could detect in her chin as she stared at her blood covered hands, oddly fixated on the bright red liquid.

"May, what is it?" he asked, approaching her quickly and grasping her hands tightly, his blood sticky between her fingers. Something had changed in her countenance, her eyes looking past him as if she was somewhere else entirely.

_She felt wrong. _

_The cast covering her leg had been removed and she was no longer tied down against her will, but something was wrong._

_His blood was on her hands, his lip busted by one of her punches. Her attack had thrown him off guard and he was now doubled over, gasping for air. _

_Blood. Crimson and uncomfortably sticky and Phil's._

_'Why am I doing this?'_

_The answer to her own question, hovered somewhere around her, hidden behind walls she hadn't built to keep herself out. Suddenly, her thoughts shifted, switching to attacks to damage her opponent, straying from the blood that burned her hands and away the man in front of her. _

_She could see that his lips were moving, though she couldn't hear him over the roaring in her own ears, the blood on her hands making her stomach turn. She stubbornly refused to look away despite the pull to do otherwise, watching him intently, trying to decipher the words tumbling from his lips, her name suddenly leaving his in a breathless gasp._

"_May, can you hear me?"_

_She'd always loved the way his mouth moved as her name slipped off his lips. She'd always been able to gauge his emotions based on what accompanied the four short syllables of her full name: a frown for anger, his jaw tense and rigid; a small grin that crinkled the corners of his eyes for amusement or mischief , and the way he often didn't say her name at all, but would just look at her, eyes brimming with something she couldn't quite decipher. She doubted that even he knew was he was trying to convey when he looked at her that way._

_He was standing straight once again, giving her that look and she forced the compulsion to attack away, straining to focus on her oldest friend instead of the persistent voices giving out orders in her head._

"_Melinda?"_

_Instantly, she wavered, the rush of emotions clearing her mind enough to fill her with horror as she backed away at the desperation and pain clouding his voice. After Bahrain, "Mel" and "Melinda" had disappeared, as he'd somehow been aware that the familiarity unnerved her, knowing that she didn't feel like that person anymore, though she'd never actually said it out loud to anyone, let alone him. He slipped every now and then, usually in great distress or emotional moments, lips caressing over her name beautifully as it tumbled out, and she'd regret ever allowing him to stop calling her that all over again. _

"Melinda?"

Her eyes snapped up to his in blind panic, as he whispered her first name, breaking the spell. It was like she was hearing it again for the first time and it was exactly what she wanted, but it was too much, too soon. She broke away before she'd even realized she'd made a decision, his touch still warm on her wrists where he'd held her unstable hands that were still caked with his drying blood.

He watched helplessly as she retreated, eyes growing distant and withdrawn as she stepped away quickly.

"Don't go," he begged softly.

But she had already slipped out of the room, the door shutting quietly behind her.

* * *

><p>She stayed long enough to see the holographic city, the blue lights of the diagram shining brightly off the metal fixtures adorning the room. She knew nothing about the buildings or the people who lived there; nothing about its way of life or the secrets it held, but she already hated it for what it had done to them...to him. It had stripped him bare, his edges torn and weathered, with his insecurities on display for all to see. This unknown place had made him believe that his own second death was acceptable and it had forced him to question his own well-being as if he were some sort of monster instead of the best example of a man she had ever witnessed.<p>

Watching him now, Phil was steadier than she'd seen in a while and for that she was relieved. He looked drained of course, but relaxed and she knew that he'd sleep better than he had in years, now that the impulses to carve were gone, his body no longer tense and shaky or itching to chip away at the wall as if the blade was apart of his hand. But she was still skeptical, unwilling to accept that it was that simple or that he was cured, despite how much she wanted to believe him. He'd managed to escape his death once again, and though she was grateful for that, there was this nagging feeling she couldn't shake, that the GH-325 wouldn't be conquered so easily and that, though she hadn't been forced to put a bullet through his head today, it might still be a possibility in the future.

She turned away from them all then, silently retreating to her bunk, ignoring the way his eyes had grown solemn, but were still completely able to burn a path down her spine despite the increasing distance she put between them as his voice echoed down the hallway behind her.

Stepping into her bunk, she kicked off her shoes haphazardly, leaving them strewn about the floor before she crawled beneath her covers. She knew that sleep would evade her, her thoughts too wild within her blurred reality to allow her to rest peacefully, the voices in her head getting more difficult to push back with each day, the whispered words haunting her as they replayed in her head.

She could feel the sting of tears in her eyes, her vision blurring as a sob lodged in her throat, her emotions raw and abruptly overwhelming, but she forced it down, grasping her stomach to keep the pain at bay. Unconsciously, she had curled up into a tight ball, doing her best to stave off the trembling in her limbs, but she couldn't breathe, the room suddenly feeling as if there was no oxygen left to keep her alive as she gasped brokenly in the small confines of her bunk. She wanted to scream until her voice cracked, but she held it back, biting the inside of her cheek to stay silent as the tears rolled down her cheeks.

* * *

><p>I hope I'm not drawing this out too much for you guys, but I want it to at least be believable. Anyways, if you guys have any feedback, feel free to send a PM or a review. I love getting reviews and hearing your thoughts!<p>

Thanks for reading!


	7. Chapter 7

**I'm so sorry that this took so long to post. This chapter is relatively sad and it was fairly difficult for me to write, not only because I was suffering from writer's block, but also because this is rather depressing, despite my knowing that it was going to be before I'd even begun. **

**As always, I hope you guys still like it. There's not much farther to go now. **

* * *

><p>They'd been gone for four of the longest days of her life.<p>

She'd been left behind to guard the base as the majority of the team got to traipse around Hawaii. To be fair, Phil had been rather reluctant to leave her behind, but it couldn't be helped; someone had to watch the Playground and she knew that Phil didn't trust anyone else but her to do so.

And so here she was, pacing the windows in his office once again, without any sort of distraction to keep her thoughts at bay or to keep her from losing her mind. He called every now and then to check in, his voice chipper despite the ever-present sadness in his eyes, and each time she plastered a false grin on her face to keep him from worrying, though she knew that her facade was cracking. The smile would fall as soon as she ended the video feed, the gap between them as wide as the distance from the Playground to The Aloha State.

"_You miss them...It's okay to miss them."_

She groaned when the now familiar voice echoed through her mind.

"_You care for them."_

She could feel the tears building behind her tired eyes, willing them back, but unable to stop them as they slid down her cheeks.

"_I wonder if he feels the same."_

"It doesn't matter if he does or not. It won't change anything," she whispered to herself fiercely, swaying on her feet before leaning her forehead against the cold glass to steady herself, watching as her breath fogged up the clear, previously unmarred surface.

Squinting into the frosted panes, a dozen silhouettes danced before her eyes in the reflection and turning swiftly, she watched as they disappeared without a trace, her heart trembling in an overwhelming sense of fear.

Abruptly the words playing in her head grew softer and she closed her eyes at the tone of Phil's voice, her frayed nerves relaxing almost immediately, despite her emotional whiplash. She could feel the pressure of his hands as he cupped her face, his breath warm as he whispered against her lips.

"_I wanted to tell you then how much I-"_

Her eyes snapped open, a breathless gasp escaping her as she took in her surroundings, the vision evaporating as fast as it had come, leaving her shivering despite the warm temperature of his office. She'd heard that particular phrase many times and each time it was never complete, the words ending abruptly no matter how hard she strove to remember, but she felt certain that this was what she needed to know as it never failed to leave her feeling shaky and scrambling for answers when she couldn't even recall the question.

_'I wanted to tell you...'_

Her chest was heaving, her breaths uneven, leaving her light-headed, spots dancing before her eyes and if she wasn't so confused, she'd think the shiny specks of silver beautiful, their flashing forms sharp and easily discernible against the blurry, distorted background that made up her vision.

_'...how much I-'_

She could feel herself breaking as her heart beat wildly within the confines of her chest. She hadn't eaten or slept since he'd left, fearing her nightmares with the same level of intensity as she had after Bahrain, the screams she'd heard then still just as loud as the day it had happened, the shrill sounds repeating like his grunts of pain as she'd punched him hard enough to draw his blood.

Her hands still felt sticky and no matter how many times or how hard she scrubbed them, she could still see the blood on her fingers, evidence of her betrayal and her weakness, long after her hands were red and raw from the scalding water.

"_May would never harm anyone here."_

A new wave of tears overwhelmed her and she sank onto the cold floor beneath the windows, drawing her knees up to her chest as tight as she could, paying no attention to the ringing tone that echoed through the room.

* * *

><p>"Sir, Trip is stable."<p>

He breathed a sigh of relief at Simmons' words, the last of his worry dissolving away as she reassured him that Trip would make a full recovery. His gunshot wound had been in the same area of his shoulder as May's injury from the warehouse and he'd feared that the specialist might lose some range of movement, but it seemed that he was rather lucky.

It had been a long night for the people on the Bus as they'd waited for a word on Trip, but now that he was on the fast track to getting well, Coulson predicted that the majority of his team members would need a decent night's rest, though he doubted that all of them would get it.

He was lounging in one of the common areas, form hunched over as he sat on the couch with his head in his hands in bone-weary exhaustion. He was itching to call May, his unease at being away exponential in the wake of Trip's injury, but he had yet to change and after the incident with his blood the week before, he was sorely against allowing her to see it, even if the blood on this particular shirt didn't belong to him.

Standing up and stretching his muscles tiredly, he moved out of the room with the single objective of freshening up, but was stalled when Skye called his name.

"You've got a call from the Playground, D.C."

"Will you tell May to give me a few minutes? I'd like to change first."

"It isn't May," she relayed quickly before he could reach the stairs. "It's Billy and he says it's urgent."

He frowned at that, fear prickling up his spine rapidly as he turned into the command center instead, the light coming from the monitor suddenly ominous.

"Billy?" he asked, still uncertain as to why the agent was contacting him instead of his second-in-command.

"Director," he replied with a small nod of his head in greeting. "How's Trip? Any good news?"

"He's stable, but still unconscious," he began, growing more confused by the second. "Billy, where is Agent May?"

When Billy didn't answer right away, he could feel his heartbeat increasing with each torturous second as the man remained silent.

"Agent Koenig, where is May?" His tone was a little more harsh than he intended, but it served its purpose as Koenig shifted his weight uncomfortably before answering. "According to her lanyard, sir, she's in your office."

He waited, instinctively knowing that there was more to the story.

"Sir, she's not okay. I don't know how to explain it, but she's acting strange," he began, speaking quickly as if imparting some sort of secret. "She isn't eating and I'm fairly certain she hasn't slept and-"

"What do you mean by 'strange'?" he interrupted with a frown. Her sleeping habits had deteriorated recently, but they had never been fantastic to begin with and she'd never eaten much.

The man hesitated, trying to put his observations into words that made some sense. "For the first few days, she was fine. She was helping Agent Simmons search through old files and nothing seemed out of the ordinary, but she keeps holding her head and rubbing her temples like it pains her. She hasn't even done any Tai Chi, sir."

May not doing her morning exercises, while unusual, wasn't something he hadn't seen before. However, it was unlike her to show signs of weakness, not that he viewed it as such, but May didn't show vulnerability lightly and if Koenig had noticed it, then it was cause for concern. Glancing away from Koenig, he quickly opened another window on the screen, before dialing the encrypted phone line that connected directly to his office.

_'Come on, Melinda. Pick up the phone.'_

He waited patiently as it rang, each consecutive dial tone that went unanswered heightening his own concern and when the call finally went to his machine, he closed his eyes in dread. Disconnecting the call, he redialed the number, before sighing heavily as she failed to answer once again. "How long has she been alone in there?"

"Now?" Koenig asked, a frown creasing his forehead as he thought back. "Two days. I tried knocking on the door, but I'm not sure that she could even hear me."

"Have the others noticed?" he asked, knowing that May wouldn't like her problems to be on display for everyone to see, even if she'd already done so inadvertently.

"They're concerned, but I think they've chalked it up to you being gone," he admitted sheepishly, "but hey, it's Agent May we're talking about here, she'll be better in no time, right?"

_'Better?'_ he thought bitterly, gritting his teeth as the knots in his stomach tightened. _'She'll be alive, but at what cost __this time__?'_

He appreciated Koenig's attempt at humor, but despite May's admirable strength, she was fragile, like a glass figurine coated in regulation, S.H.I.E.L.D. issued armor. She felt too much; loved too fiercely and in the end, when she'd had enough, she would shatter, leaving him to pick up the broken and jagged pieces.

Silence reigned for a moment, neither of them knowing what to say as they contemplated the situation at hand.

"How would you like me to proceed, sir?"

Coulson paced, his steps agitated and limbs restless, as Koenig watched from the video feed, waiting for some sort of order that he could follow. "Make sure that no one disturbs her. She is to be left alone until I get there, understood?"

The agent nodded before Coulson severed the connection. He was now agitated, his heart hammering away in his chest at the conflicting emotions surging through him.

"D.C.?"

Skye's voice was quiet as she entered the room and he wondered how much she'd heard of his previous conversation.

"Find someone to fly the plane and get us back in the air," he ordered quietly.

Instantly, she frowned, waiting for him to clarify, but when he failed to say anything further, she spoke softly, her voice tainted with worry for the woman he knew that she considered as far more than her S.O. "With what destination?"

"Home."

* * *

><p>As soon as the Bus landed, he was off and striding towards her, praying to whatever deity that existed, that Koenig was wrong; that she was okay and that his worry was for nothing—that this wouldn't be Bahrain all over again.<p>

The sight of his closed office door, however, sent chills up his spine and he froze before it, bracing himself for what he'd see inside. Instinctively, he knew that the blinds would be drawn and the room dark despite the sunshine that was glistening off the pure white snow outside. The door would be locked tight, even though she knew that no one save him, and possibly Skye, would dare disturb her solitude. He'd only seen this routine once before, directly after Bahrain when she'd begun to withdraw; when she'd tried to push him away so that her pain wouldn't harm anyone else. She'd feared herself a danger, building impassable walls around herself and coating her words in ice to convince the outside world that she was a lost cause and that she didn't matter, all the while hoping that her absence would go unnoticed.

And it had worked. On everyone, but him.

Stepping up to the door, he didn't knock, didn't announce himself as he typed in the key-code and pushed the door open, but before the door had even closed behind him, his heart was already broken and weeping along with the huddled figure at the base of his window as she cried silently.

She was shaking fiercely, the tremors surging through her body making her teeth chatter as she fought to stay quiet.

"Melinda?" he asked softly, afraid that any sudden, loud sounds would frighten her, but still she didn't acknowledge his presence as the tears continued to fall down her cheeks.

It was his first step towards her that broke her out of her catatonia, her head snapping up in panic as if she was a caged bird at the first sign of a threat, but her eyes were unfocused as she looked at him and through him simultaneously.

"Are y-you real?" she asked tentatively, as if fearing that his answer would be no, that he'd shake his head and walk away, never to be seen again. "I can't t-tell anymore."

"I'm here," he told her, uttering the phrase he'd become so accustomed to, though he could tell that his words didn't comfort her.

"You shouldn't be," she whispered, voice as sad as he'd ever heard it. "I keep failing you."

His blood ran cold, the words of the 0-8-4 in the hangar coming back to him.

_'She begged for you to not be dead, while blaming herself for not being there to protect you. In her mind, she failed you completely.'_

"No!" he bit out fervently, his anger at the gifted man coming back instantly. "You have never failed me, Melinda."

"I let you die."

It was nothing more than a whisper and yet, it was simultaneously the loudest, clearest thing, he'd ever heard her say, and before he could stop himself, he'd stumbled backwards a step or two, feeling as if the breath had been knocked straight from his lungs.

"No, Melinda. I won't let you take the blame for that. It was out of your hands," he told her as he struggled not to break himself. "Blame Loki or me or anyone else, but not you. I won't let you."

But she continued like she'd never heard him, as if he was transparent or simply a vision that she'd made up.

"I should have been there with you and if I hadn't have pushed you away after Bahrain, I would have continued to be your partner on field ops and I would have been stationed on that helicarrier with you. I could have helped you, d-done something, anything! But instead, I was sitting behind a desk and the next thing I know, you have a headstone and I'm watching them lower you into the ground."

It was an eerie allusion, one that he didn't like to think about, but knew so well. He'd almost refused to go to her own funeral, refusing to accept that she was dead, because a funeral was so _final _and he'd still been immersed in a heavy haze of denial. He could still see her name etched in white marble, as if it had only been yesterday that he'd pulled a bright red rose out of his inner pocket to throw on her empty casket.

She was close to hyperventilating now, breaths coming in short gasps as she struggled to explain, completely ignoring his silence. "And for over a month I thought you were dead, Phil. I thought I'd never see you again and I mourned you."

Her tears had dissolved into sobbing as she curled in on herself, whimpering softly, no longer caring about swallowing the sounds.

Reaching out, hoping to touch her and connect her back to reality, he wanted to cry when she flinched away, a jolt of pure panic running through her the moment he moved his hand in her direction.

"It's okay, Melinda," he assured, desperately trying to think of a way to get through to her.

"No, it's not okay, Phil," she whispered, voice hoarse and shaky as she closed her eyes. "From the moment I began pushing you away, everyday after that was just another failure. I s-should have fought harder, not been so weak."

"Please, don't say that," he muttered, completely astonished that she could believe such a thing.

"I've tried so hard to go back to the way I was, but I'm not her anymore," she admitted, choking up as the tears came back. "I'm different."

He didn't know what to say, the words catching in his throat sounding foreign and wrong to his own ears. He wanted to comfort her, to glue her back together like she'd done for him after he'd learned the truth about Tahiti, but his own words just wouldn't come and so he settled on a familiar memory, hoping that the words she'd used to ground him would be as powerful to her now as they'd once been to him.

"Of course you're different," he told her, willing his voice not to crack. "There's no way you can go through a trauma like that and not come out of it changed."

Immediately, she frowned, her breath catching in her throat, glancing at him as if she were seeing him for the first time, instead of some hallucination.

"You feel different, because you are different," he recalled, her words coming back to him easily enough as he crept towards her, watching closely for any signs of discomfort as he laid his hand on her shoulder gently.

"She's not real anymore," she replied, shaking her head side to side rapidly. "I can't tell what's real anymore."

Despite her persistence to disagree, her body had relaxed, her limbs no longer coiled in anxiety. She was staring at him, not even bothering to hide her astonishment as her words were relayed back to her.

"She's just as real as you are."

"You don't know that," she insisted, her head shaking as her eyes widened in disbelief.

"Of course I do, because I know you, Melinda. And I knew you before," he whispered as he recollected another time that she'd inadvertently saved him from his own demons, his hands coming up to cradle her face as she frowned, her eyes now watering like his own. He didn't want her to cry, couldn't stand the thought of watching more of her tears fall.

"He read my thoughts, Phil."

"I know."

He could see the fear in her eyes, the question of whether or not her memories were her own and if she was really herself. He'd had the same fear once and she'd swept it away with just a sentence and the calm reassurance of simply being there with him.

She was searching his eyes, waiting for him to disappear, but she could feel the warmth of his hands on her cheeks as he wiped away her tears. He was trying to give her something tangible, something that she could hold onto to as he relayed a few of their shared memories.

"And you know," he began, voice cracking, "t-that I'd be the first one to go down that road if I thought it lead anywhere."

She wanted to cry at the familiar words, the same one's she'd told him when he'd been so uncertain of his own mind and motivations. He was reassuring her of what was real, untangling the jumbled mess that her thoughts had become.

"You mean a lot to me...A lot," he whispered quietly, brushing her hair way from her face gently.

Before he could even blink, she had propelled herself forward until her head rested against his chest as she let go. His arms immediately encircled her, holding her tightly to him as she shook, finally overwhelmed by the strength of her bottled emotions.

"Y-you're here," she choked out. "You're really here."

One of his hands crept into her hair as the other rubbed soothing circles on her back slowly, his head sinking down onto her shoulder, gritting his teeth as he struggled to hold back his tears.

"I told you a long time ago, that I'd always come for you, didn't I?" he whispered in her ear as the cold, sticky feeling of her tears seeped through his shirt. "There isn't a place far enough."

He could feel her nod against his chest, her body quaking as she continued to shake. He held her for what seemed like hours, speaking softly to her in a tone of voice that he hoped she'd find soothing.

It was well into the morning when her shaking slowed, her exhaustion taking over as she began to doze off in his arms against the brick wall, her breathing growing calm and even. He waited until her sobs dissolved into sniffles, until her body had stopped quivering against him completely, before he picked her up in his arms carefully to avoid waking her, though he doubted she would wake for some hours to come as drained as she was. She remained limp as he cradled her close, carrying her to the couch and then laying down with her before pulling the blanket over them both as she slept. She shifted almost immediately, her head coming to rest over his heart as he stilled, allowing her to settle comfortably.

"I love you," he told her sleeping form quietly, wondering briefly if she'd ever hear him say it, before pulling her closer as he drifted off soon after.

* * *

><p><em>Sausalito wasn't at all what she had expected. It was charming in all its simplicity, the brightly painted colors of the wooden buildings reflecting beautifully off the deep blue water in the dim light.<em>

_They'd been selling their lovesick socialite cover for hours now and though it wasn't as hard to pretend as she cared to admit, the stilettos on her feet were beginning to make her legs ache something fierce._

_They'd socialized, they'd drank champagne, and they'd even danced, his body warm against her own as they swayed slowly in small circles, arms clinging tightly to one another to keep up their ruse, though by this point in the game, the more they turned on the dance floor, the less she thought about the mission and the more she thought about how good his hands felt on her hips through the fabric of her dress..._

_It was a dangerous thought, one that she'd tried to push away desperately, but to no avail. They were best friends, partners since the beginning, but the line they'd drawn between them was suddenly blurry and distorted in the face of some romantic music and a plethora of bubbly to lose themselves in._

_She was grateful when their target left the room, this simple retrieval operation far too complex for her liking. Their fake persona had full back-stories, complete with the engagement ring sparkling on her hand, and if she wanted, she could stand on her toes and kiss him, knowing that he'd never risk their cover by failing to kiss her back._

_If only she'd thought of it earlier._

_They separated slowly, his hands seemingly lingering a tad bit too long as she pulled away, his fingertips grazing the red fabric of her dress at her sides. She could have sworn that he pouted slightly, or perhaps it was just wishful thinking on her part. _

_She sauntered out the back, after spouting some nonsense about needing to powder her nose, before slipping around the building and down towards the pier. They'd decided earlier in the day, that he'd retrieve the documents they needed and she would tail their target to the docks in the hopes that they could determine the identity of the mystery supplier; if she could get close enough to the vessel they suspected their target of owning, she'd use the tracker in her brassiere to tail them for as long as possible._

_They'd expected a small contingent of bodyguards maybe, but she was surprised when she crept around the corner to come almost face to face with a soldier, his bulky armor making him appear massive in the poor lighting. She slipped past him without a sound, before jumping down onto the rocks below the boardwalk, as another group came around the corner. She couldn't risk discovery, and with so simple an operation, there was really no need for her to incapacitate, so she ducked below their eye level and disappeared into the shadows as their footsteps echoed on the wood planks above her head. _

_It took maybe fifteen minutes of waiting before she heard a new voice and she listened as a deal was made. She didn't recognize the man who seemed to have all the authority, but watched as he climbed aboard the biggest yacht she'd ever seen. She slowly crept forward, squinting at the bold letters that spelled 'Strange Tales' on the boats bow in the dark._

_Slipping of her shoes and wedging them between some of the larger rocks, she pulled the tracking device out of her brassiere before slipping it loosely between her teeth to avoid getting it wet. She waded into the water quietly, swimming around to the yacht's other side, using the anchor's chain to pull herself up and then placing the tracker into the chain's well to avoid it being damaged or seen before the yacht reached it's destination._

_She lowered herself back into the water, breathing a sigh of relief as her feet touched the rocks again, but they were slippery and as her hand enclosed around one to pull herself up, it dislodged and crashed into the water with a loud splash, and she slipped backwards, her cheek catching on a jagged piece of stone, causing her to hiss in pain._

_The men above her grew silent immediately, their steps hurried and heavy as they headed towards her. She sank into the water quickly, submerging herself completely before swimming passed the boat once again, propelling herself out into deeper water. _

_She could tell that the sound had put them on edge, but eventually they turned, heading back to their previous locations. However, they were now watching intently for signs of any disturbance, their stances tense and ready for action should they perceive a threat. There was no way she'd make it back to shore here without getting caught and the surrounding docks were full of soldiers. _

_As good of a swimmer as she was, she knew she needed to find something to hang onto before her limbs grew tired and she was already regretting her choice of attire for the evening, the previously beautiful, now ruined evening gown clinging to her legs in the water, the weight of the fabric weighing her down and exhausting too much of her energy. _

_She headed towards the other docked boats, hoping that she'd stay out of sight, even if she couldn't get out of the water just yet, but the longer she stayed submerged, the colder she became and it wasn't long before she was shivering as she waited, desperately hoping that Phil would find her soon. _

_It was hours before she heard any commotion, the sound of a low grunt of pain reaching her ears and then..._

"_May?!"_

_She breathed a sigh of relief at his voice as she waded to the end of the dock she'd been hiding under, perfectly camouflaged between two small vessels._

"_P-phil," she whispered, teeth chattering against the cold that had seeped into her bones. "I'm over here."_

"_Oh, thank God," he replied, his hand appearing in front of her eyes as he leaned down to help her out of the water. She was startled when he used his grip on her hand to pull her forward until she collided with his chest as his arms would around her tightly. "I thought you were dead."_

"_What?" she asked, astonished at his admission._

"_I couldn't get a signal on your tracking device and I don't know, my mind went to the worst place and ran with it." He frowned as he looked her over, her hair tangled and water-logged, but as beautiful as he'd ever seen. _

_She'd forgotten all about the emergency tracker that was embedded in the lining of her dress, that had no doubt shorted out when she'd entered the water. She groaned internally at her own foolishness and opened her mouth to apologize, but he spoke before she could begin._

"_Are you hurt?_

"_No, Phil," she told him, needing to put him at ease if nothing else. "I'm just cold."_

_Immediately, he shrugged out of his suit jacket before draping it over her shoulders to offer what little protection against the chilly wind it could. "I'm sorry that it took so long for me to find you."_

"_Don't apologize, Phil. The point is that you came for me."_

_He nodded, "I always will. You know that, don't you?" he asked, blue eyes narrowed in concern as his hands came up to cup her face, fingertips brushing over the newly forming bruise that she hadn't been aware of. "I could never leave you behind, Mel. You just have to wait for me."_

_She smiled. "I know."_

The dream shifted abruptly and she frowned unconsciously as a different memory played out in her sleep, the docks transforming into the metal walls of the Playground's hangar, the vessels surrounding them blurring into Lola and the quinjet.

_His hands were cupping her face tenderly as he wiped away her tears, the sticky tracks left behind on her cheeks disappearing under the light pressure of his fingers. _

_She could tell that he was struggling to speak against his overwhelming emotions as he stared into her eyes. _

_"I wanted to tell you then how much I loved you."_

_His voice was as broken as hers, but his words were so sure as he waited for her to come back into herself. Her resulting sob drowned out the gasps around her as she whispered his name brokenly, but his eyes brightened with hope at her one short, fractured word._

"_I'm here, Mel. I'm right here," he whispered as she struggled to throw her confusion away, to push out the voices in her head. Her hands were shaking and she wanted to cry out at the pain that lanced through her palms where her nails had broken the skin, but she held it back, choosing instead to focus only on Phil, as his hands continued to caress her cheeks._

"_Fight this, Mel. I need you to come back to me."_

_She wanted to give him reassurance, to comfort him in some way, but the words stuck in her throat as he leaned closer. She could feel his warm breath against her lips and her eyes widened at his next, whispered words, the voices plaguing her mind ceasing instantly._

"_I love you."_

And her eyes flew open.

* * *

><p><strong>And there it is! Please leave a review. Seriously, I know this is begging, but the reviews keep me going and they motivate me to keep writing, so please...?<strong>


	8. Chapter 8

_**This took far longer than I anticipated, even with the Holidays thrown into the mix, so I apologize for that. I had a plot change and it took me awhile to reconcile all of it to make sense to the point that I was satisfied. As always, I hope you enjoy. **_

_**And a huge thank you to my beta, sym-posts. I couldn't have figured this out without your help!**_

* * *

><p>She'd been sitting there for so long that she'd lost count of the hours that had surely passed, hunched over on the main staircase and watching avidly for any sign of movement within the Director's office, her placement far enough away to allow them their privacy, but close enough to keep an eye on the door down the hall, should one of them decide to show themselves.<p>

She'd known that something was off the minute Koenig had appeared on the video call screen instead of her S.O. the day before, instinctively aware that only a handful of things would keep the senior agent from calling herself, and of all the scenarios that popped into Skye's slightly panicked mind, not a single one boded well.

Skye could remember the barely concealed panic in Coulson's eyes and the way his hands had curled into fists as if he was readying himself for some unseen threat that she wasn't aware of. Eventually, during the hours it had taken them to fly the Bus back to the Playground, his shoulders had slumped in defeat, his eyes haunted as he fidgeted restlessly. He'd disappeared into his office the moment they'd returned, looking anxious and terrified simultaneously.

_'It must be almost morning,'_ Skye guessed wearily. She wanted to see her S.O., to make sure that May was alright, but something told her that it wasn't, that a storm was coming and the rains would either wash away their troubles or drown them all completely.

Lost in her thoughts as she was, she failed to notice as a figure began walking towards her, slowing to a stop as they reached her.

"Skye?"

Her name snapped her back into reality and she frowned quizzically up at Trip, brown eyes glancing back and forth between him and the two steaming cups clasped in his hands.

"Hot chocolate," he replied, smiling softly at her unspoken question as he extended one of the garishly decorated Christmas mugs out for her to take. "I thought I'd keep you company."

She nodded with a small smile of her own, before lifting the cup to her lips and muttering a quiet, but thoroughly appreciative, "thank you." Her eyes closed tightly at the unexpected burn that seeped down her throat that had nothing to do with the temperature of the liquid. "Is there alcohol in this?"

"Bailey's Irish Creme. Bobbi's doing apparently." he admitted with a chuckle. "She thought it would help us all relax; said the tension's too high around here," he relayed with a glace at the still closed door.

"Something's wrong with May," she whispered, "I don't know what, but I can feel it. I know she's strong, that she can handle a lot of things, but I'm worried."

He nodded in agreement, but made no reply, choosing a step just a few below her own to perch himself on as he too took up her vigil. They sat in silence for awhile, slowly sipping at their drinks as the minutes ticked by, but it wasn't long before Jemma wandered in, taking up a spot across from Skye on the same step, followed closely by Fitz, he too taking up watch with them as they waited, their faces solemn and concerned as they clutched mugs of their own.

Mack came next and they watched as he pulled up a chair across from the stairs, casting them all a tiny, but understanding smile as he sat down with them.

It took a bit longer for Bobbi to trickle in, her posture tense as she stepped into the room with Hunter not far behind. Skye was surprised to see the concern on the mercenary's face as he glanced at the closed door, before he broke the silence.

"I see you found Bobbi's stash," he mentioned, nodding in the direction of their festive mugs with a similar one in his hand.

"I'd say it was needed," came Mack's voice as he turned to look at them, before lifting his glass to his lips, the snowman on his mug looking far too happy for such a gloomy gathering of friends.

They all were quiet, allowing the silent understanding to settle over them. Skye wondered suddenly as to what Coulson and May would think if they walked out now to find their entire team, their _family_ keeping watch as if they were all a bunch of children waiting for Santa Claus in the middle of the night, hoping to catch a glimpse of the elusive being as they all peeked through the gaps in the banister.

_'If only things were that simple,' _she thought with a sad smile.

"I don't like this," mumbled Hunter, his voice taking on a rather pathetic quality as he complained. "This is bad, isn't it?"

Skye glanced at him quickly. "You know what's going on?"

"No, of course not, but we all know that whatever this is, it's monumental, right?"

"What do you mean?" Skye asked uncertainly.

"May has been acting strange for quite some time now and you all know it or you wouldn't sitting here waiting," he pointed out, nodding as they all mumbled their agreement. "Hell, I called her the _Cavalry_ and she didn't even bat an eyelash. If that's not a sign of the end of the world, then I don't know what is."

She almost smiled at that, knowing somehow that he'd mentioned May's most hated title in the hopes of getting a rise out of her, to gauge her reaction in the hopes that he could provoke her into normalcy, because if anyone could, it was Lance Hunter, but Bobbi had told her that May had simply stared at him blankly before turning and walking away without a word.

They hadn't seen her since.

* * *

><p>Her tired eyes were wide, the roaring in her ears loud as she struggled to breathe normally through her distress, in order to avoid waking him.<p>

_'I love you.'_

She could feel her heart hammering away in her chest as the pieces she'd been missing suddenly fell into place, a completed picture now appearing in her mind's eye as she willed herself to calm down.

_'I love you.'_

This man, this adorable, wonderful man laying beside her, with his arms draped loosely around her middle in sleep, was in love with her.

And she had _forgotten_.

All at once, she understood the piercing sadness in his eyes that had been plaguing her for weeks, the agonizingly beautiful way his hands had clutched at her as he'd slept, and the heat that had risen to her cheeks was no longer shocking as she mulled over his words. Phil had breached the invisible barrier, that unspoken line they'd drawn around their hearts, and at the first sign of his progress, she'd jumped a million miles back in practically an instant, and though it had been unconsciously done, she knew immediately how much it had felt like a betrayal to him; how much it had hurt him to know that she couldn't remember.

And yet, he loved her.

With her new understanding, she could easily see the moments he'd almost told her again, scattered over a period of a few weeks: his meaningful looks when she entered a room, the small touches that she'd brushed off, and the tender inflections in his voice as he spoke to her softy as if sharing a secret meant for her ears only.

Looking at him now, squinting in the darkness, she could see the dark, violet circles under his eyes, the stress of it all having weighed him down into exhaustion, but, for now, he was relaxed, his normally tense jaw loose, and the lines that usually marred his features smooth.

_'I need you to come back to me.'_

She wanted to cry at the hidden meaning in his words, the sudden tears she was trying to blink back, stinging to her irritated eyes as the voice in her head begged her to return.

It frightened her, the sheer force of his love. If there was one, solid truth she knew about Phil Coulson, it was that he didn't believe in the notion of loving by halves and he wasn't the type of man to say the words unless he believed in them wholeheartedly, with every fiber of his being. Even in her fragmented memories, she could hear the sincerity and the conviction that weighted each individual syllable as they'd left his lips. Instinctively, she wanted to run, to put as much distance between herself and his devotion, but there was a larger, more adamant part of her that refused to do so, it being completely aware that running would be against her own wishes-even if her mind still refused to admit what her heart already knew.

She yawned sleepily, her dream having startled her awake abruptly. She winced at the pounding ache in her temples and the stiffness in her neck, the previous days of inadequate rest catching up to her all at once, leaving her lethargic, Phil's steady breathing next to her and the warm weight of his arms lulling her back into that blissful state of half-awareness as her eyelids grew heavy, his words of love replaying in her head.

She stirred only when he shifted, his arms tightening reflexively around her, but she was too exhausted, her surge of emotions from the day before coupled with her recent lack of rest draining her reserves, the veil of sleep clinging to her, thick and heavy as it settled over her once again. It was only when he picked her up did she wake momentarily, the kiss he left on her forehead as he tucked her beneath the covers on his bed, heart-breakingly tender as she slipped back into unconsciousness.

And she slept.

He never strayed far, she knew, the scratching sound of his ball-point on paper and the hum of his computer was oddly reassuring as they floated to her ears through the open door while she drifted in and out, the smell of him on the bedding beneath her head, deeply soothing, like a balm to her frayed nerves.

Eventually, the desire to sleep dissipated, her body restless as she stretched, opening her eyes slowly and squinting against the bright light seeping through the crack in the door that led to Phil's office.

She slipped out of the bed quietly, wincing at the tightness in her muscles and the pounding in her head, the rustle of the sheets the only evidence of her movement as she walked towards the door. Pushing it open, she could see him clearly as he sat behind his desk, pen moving rapidly against a report of some kind. He looked fine, but she knew the tells that gave away his exhaustion: he'd loosened his tie, the ends hanging limp over his shoulders, the top two buttons of his collared shirt were undone, and she would bet money that he'd already toed off his shoes for the night. Leaning against the door frame, she watched as he tossed his pen down in a minor bought of frustration, before he ran his hands through his hair as he leaned back into his chair.

"Rough night?"

His eyes immediately went to her own and she could see the relief as it flooded his face, his paperwork abandoned as he focused his attention on her.

"Rough week actually."

She knew he didn't mean it the way she interpreted it, but she couldn't stop the wave of shame and guilt that overtook her, her eyes falling to the floor as she whispered, "I'm sorry."

He frowned as he stood up, walking around his desk to stand a few feet in front of her. He wanted to comfort her, but she could see his hesitation, the fear that she wouldn't be able to cope with the closeness so soon after her break.

"Don't do that, May," he ordered softly. "Don't blame yourself for what you couldn't help. I certainly don't and neither do they."

She opened her mouth to protest, but closed it slowly, not up to a battle of wills, his stubbornness an adversary she'd met on many occasion. So instead, she walked into his arms, suddenly needing to thank him in some way, though the words she desperately wanted to say wouldn't come. His shock was evident, but he quickly lifted his arms to return her embrace, his cheek coming down to rest on the crown of her head. The memory of his words was still fresh in her mind, but she wasn't yet ready to delve into her feelings, her thoughts still jumbled beyond true meaning, and so she settled on a safer topic. "What have I missed?" she whispered, smiling down at his sock-clad feet.

"In the nearly eighteen hours you've been asleep, not much to be honest," he admitted quietly.

"Eighteen hours?!" she asked, completely oblivious as to the amount of time she'd slept. She groaned when she felt him nod.

"Do you want to talk about it?"

She knew he was referring to the day before, when she'd been catatonic and delirious, unable to separate the past and present. Even still, she was tired, her body aching and the headache that had calmed at his touch, flared back to life with a vengeance at just the mention of that discussion. Shaking her head against his chest, she could feel him sigh, but she payed no mind, the steady _thrum_ of his heartbeat comforting as they remained silent.

She smiled as he began fidgeting, his desire to speak, but unwillingness to disturb her battling in his mind. Eventually, he'd speak as he always did, preferring conversation over the tranquil peace and quiet she often resorted to.

"They've been rather worried about you."

She was confused for a moment, her mind not processing whom he meant right away, but somehow, without even looking at her directly, he understood her silence. "They camped out in the stairwell last night, waiting for you."

She was touched at their concern, but worried that they'd look at her differently, if they knew what had truly transpired behind those closed doors. "Do they know?" she asked, afraid of what his answer would be.

"No, though they are aware that something has happened. You should go see them," he told her before chuckling. "If fact, Skye has threatened to acquaint my Captain America comics with a large bucket of water should I fail to bring you downstairs the moment you got out of bed."

"She'd have to get through me first," she whispered with a small smile, though there was a familiar glint in her eyes that he recognized immediately.

Pulling away, he smiled at that, the corners of his lips turning up in amusement. "I know."

* * *

><p>She'd cleaned up a little before deciding to head downstairs, trying to stall as long as she could. She knew it wouldn't last long, however, as eventually she'd have to face them if she hoped to eat and go about her life normally.<p>

Bracing herself, she sighed heavily as she opened the door as quietly as she was able, but a wave of relief washed over her when she felt the warm weight of Phil's hand as it settled on her lower back as if to say, _'I'm here.'_

They quietly descended the stairs, her anxiety growing with each step down, though her face betrayed nothing. She could hear their voices now as they walked closer in the direction of the lounge and as they rounded the corner, her eyes met the wide brown eyes of Skye and the girl was up and instantly across the room, embracing her S.O. as if her life depended on it. May's nerves ratcheted higher and some of her uneasiness must have shown on her face as vaguely, she heard Phil mutter the word 'gently' from somewhere off to her right, his thumb now drawing slow circles into her back to calm her. Pushing away her discomfort, she embraced Skye back, tightening her hold on the younger woman as Skye's breath hitched as she valiantly tried to hold back her tears.

"I've missed you," Skye breathed against her neck.

May only squeezed back harder at her words, allowing Skye to control the duration of their embrace, knowing that the girl needed the feeling of security that she'd been neglected of for the majority of her life and perfectly aware that pulling away too early might hurt her feelings. "I'm sorry."

Immediately Skye was shaking her head as she pulled away. "Don't be," she whispered adamantly, though still quiet enough to not be overheard, "Just promise that, next time, you won't disappear."

It was a promise she knew she'd likely never be able to keep, as she knew herself quite well in that she internalized her own issues to keep from burdening others, but she'd try. She could promise that much. "I'm not going anywhere."

Catching Phil's eyes over Skye's head, she watched him smirk as if to say 'I told you so.'

It scared her sometimes at how similar Skye was to the two of them, with May's own fierce protectiveness and all of Phil's adorable quirks wrapped into one package and she wondered if her own child would have been like the young woman in front of her if she and Phil had ever had good timing.

The thought was short lived when her arms were suddenly full of a giddy Jemma and then a smiling Fitz, the latter surprising her somewhat, but not nearly as much as the hug and then kiss on her cheek from Trip that had been completely unexpected. Mack gave her a fond smile from across the coffee table as Bobbi gave her a quick one-armed hug before passing a glass of brandy her way with a smirk.

She was oddly nervous at all the attention being placed on her and so she focused on the amber liquid, downing it in a single gulp and relishing in the pleasant burn as it traveled down her throat; she was surprised when it wasn't Bobbi that refilled her glass, but Hunter. He favored her with a small smile as he filled the tumbler in her hands before filling his own. Her amazement grew, when he then proceeded to tap their glasses together in a silent toast, the _clink_ as the glass touched, loud in the quiet room and though Hunter certainly wasn't her favorite, like she'd once told him so bluntly, a touch of respect bloomed in her chest at his gesture.

She was grateful when Skye broke the silence shortly after, "You're just in time!"

Automatically her eyebrow arched in response, but it didn't take her long to figure out what Skye's enthusiasm was all about.

_Christmas Eve._

The lounge was decorated to the nines for Christmas, garland and lights on every banister in sight and even a tree in the corner, that in her delirium, she hadn't noticed before. It was beautiful, she had to admit, its lights sparkling brightly and reflecting off each and every bauble that adorned its branches, the sharp, earthy scent of evergreen filling the room just as calming as one of her favorite teas.

"Shouldn't these wait until morning?" she asked, referring to the presents being retrieved from the bottom of the tree, as she settled onto one of the empty couches, confused at the break in tradition.

"Well," Phil began as he came to sit next to her, his smile tender as he observed the scene before them fondly, "None of us are morning people anyways. What's a few hours early?"

She shrugged her shoulders in response, not really minding the change much, and watched quietly as the presents were distributed, the happy smiles and hushed conversations a welcome change to her own self-imposed solitude of the days before.

"I don't have anything to give them," she whispered, her unease growing at the realization that she'd forgotten all about the holiday.

She glanced down at the warm hand that he'd placed on her knee in comfort as he responded, "They won't mind. They're just happy you're back," he added as he pushed a medium-sized package, covered in simple, brown paper and tied with red twine, into her hands. "As am I."

"Phil-"

"If it makes you feel any better, it was rather inexpensive," he admitted with a decidedly embarrassed smile. "I know how annoyed you were when we left for Hawaii and you had to man the base, so I brought a piece of it back for you."

She frowned at that, her fingers slowly tearing off the paper as she watched him warily. Opening the box and lifting the lid, she was greeted by an abundance of fresh flowers, the yellow plumeria bright and intricately woven together to create a visually stunning pattern.

"How did you get this here without it wilting?" she asked in awe, as she caressed one of the soft petals gently between the pads of her fingers.

"I'm not really sure," he chuckled as he lifted the flowers out of the box carefully. "You'd have to ask FitzSimmons, but I wouldn't bother. It was more science than actual conversation so I stopped paying attention after they agreed to help."

Her breath caught in her throat when he lifted the flowers over her head, the blue of his eyes delightfully intense as he focused on his task, his hands gentle as they brushed the hair away from her neck so that the lei could rest uninhibited against her shoulders.

"There. Now, you can say you've officially been leid," he told her, grinning, the spark in his eyes sending a shiver down her spine.

His comment was completely cliched and yet, she found herself blushing anyways, the heat in her cheeks still unusual to her, but no longer unexpected.

Choosing to ignore it, she rolled her eyes, "How long have you been waiting to say that?"

"For far too long," he replied, his grin turning smug.

His smile was infectious and soon she found the corners of her lips twitching in a desire to grin just as foolishly as the man sitting next to her. But, eventually she turned away, watching the festive scene unfold around them. Already it looked as if a bomb had exploded, as wrapping paper lay everywhere, ribbon and bows now adoring the hair and clothes of the team she considered family, the brandy and spiked hot chocolate doing its best to fill the air with an abundance of holiday cheer.

It wasn't long before the yawns began, first from Jemma and then Skye unsurprisingly, the giggles and laughter having ceased, only to be replaced by that gentle warmth of companionship they all shared between them. One by one, they all retreated to their bunks and it was only natural when she and Phil left the mess behind and escaped into the sanctity of his office. Neither of them broke the comfortable silence or acknowledged the heightening tension between them as they nursed the bottle of brandy they'd lifted from Bobbi and Hunter earlier in the night.

It was only when awhile later that the quiet was broken, Skye's knock on the frosted glass of the door almost timid as she stepped in the room, the package in her hands looking a little heavy as she placed it in her S.O.'s lap, before urging Coulson to join May on the couch.

"This is actually for the both of you," Skye explained sheepishly when he finally agreed to move, her eyes dropping to the floor, the color high on her cheeks as she spoke. "I hope you like it, but if you don't that's totally fine, it's probably a stupid idea anyways," she rambled on, the words tumbling out nervously before she could stop them as the two senior agents watched her with concerned eyes. "I just thought that it would be a nice keepsake and I've never had a family and-"

"Skye," Coulson interrupted, grabbing her fidgety hands, "I'm sure it'll be fine."

Skye gave them a small smile and when they were both satisfied that she was, at least, calm if not reassured, he began tearing at the blue and white snowflake paper, it easily giving way under the force of his fingers. The brown leather binding that lay underneath, in itself, wasn't much of a giveaway at way lay inside, and sharing a quizzical look with his partner, he turned the cover to find a group shot of the team staring back at them. It was a candid photo, a scene that May couldn't even place, but as jumbled as her memory had been lately, that didn't really surprise her. They were all seated in the lounge, she and Phil sitting much like they were now, the others scattered around them loosely with wide grins plastered on all of their faces. Taking a deep breath, she began flipping through the pages to find multiple shots, one of Bobbi and Hunter, some of FitzSimmons, another one of Trip and Skye, Mack working in the garage, and even one of her with Coulson and Skye.

There was one picture in particular that captured her interest, the black and white photo catching her eyes for a different reason all together. It was of her and Phil sometime right before their last undercover mission, the silver of her dress easily distinguishable despite the lack of any real color. He'd asked her to go over the plan one last time and, in exasperation at having to explain again, she'd sank down into his office chair before highlighting the details he already knew by heart. She could remember the warmth of his arm as it rested on the back of the chair, his other hand on the desk as he leaned forward to see the carefully laid out plans to retrieve the painting. He'd been close enough to her that she could recall the way that every movement of his body had rustled her hair, despite the sheer amount of hairspray she'd applied, and the way that his warm breath so close to her ear, had made her pulse race.

"How did you do this?" came Phil's awe-stricken voice as he stared at the photo and May was grateful that he still had the presence of mind to speak.

"Well, that one was an accident," Skye admitted, chewing on her bottom lip. "I was doing a monthly maintenance check on the security system. The cameras in your office stay off unless you trigger them, and I thought the two of you had already left for your mission, so I turned them on to do a quick sweep."

It was Phil who stood first, his paternal instincts taking over as he pulled Skye in for a hug, his appreciation for the gift evident on his face. May, however, felt as if she was on autopilot, her 'thank you' feeling paltry compared to the weight of the album in her hands, but she smiled at Skye when the girl hugged her once again, before she practically skipped down the hall, calling her 'good-nights' over her shoulder as she went.

Melinda knew Phil was speaking to her, but she had unconsciously tuned him out, her focus completely on the picture before her and the expression of the man in it, the photo revealing far more truth about his love for her than the greatest of their shared memories ever had. He was smiling down at her, his eyes soft and tender as he'd feigned listening to whatever words had spilled from her lips then, his attention so utterly captured by her as if she was the brightest star on a dark and cloudless night, all of their once-meaningless, breathless conversations, all of their lingering touches and shared smiles over the years holding a new meaning that she was just beginning to understand.

She loved him. She'd always known that, but after Bahrain, she hadn't been herself—hadn't been able to shake the _Cavalry_ off of her shoulders, the weight of her hated title too heavy to push aside, and she'd lost herself somewhere in the middle.

She'd pushed him away.

There was nothing she regretted more than the weeks following Bahrain, when she'd locked herself away, only to misplace the key.

She'd never deserved his friendship, though somehow, she'd retained it, grasping onto what little they had left as she struggled to get back on her feet, watching from afar as he went on mission after mission, the emotions she couldn't handle buffered by the distance between them and, for years, she'd accepted that she'd never be more than a late-night phone call between flights and missions, hanging on to every word he uttered through the often terrible connection as he _lived_.

And then there had been Audrey.

Melinda had never actually met her, but she could see the changes the cellist from Portland had wrought on her best friend. Phil was _happy, _and for once, he was looking at the world through the clear eyes of Phil Coulson and not the agent counterpart that had been his companion since he'd discovered his hero in the form of a WWII super-soldier in his youth. Audrey had drawn him away from S.H.I.E.L.D., had made him wonder what life would be like away from the bullets and bloodshed, and for that, Melinda had been grateful.

But then Loki had driven a scepter through his heart and the world had stopped.

She'd watched Audrey cry at his funeral as her own face remained impassive, despite the sniffles and sobs of the people crowded around his grave site. Later, in the safety of her own home, her anger at his death had turned explosive as she'd destroyed her apartment, the many pictures of them on her shelves the unfortunate victim of her temper. Eventually, she'd crashed, her grief finally overwhelming her completely and she'd collapsed in a tearful mess onto the floor, her thoughts bombarded by memories of the two of them and briefly, she'd wondered if the woman from Portland had taken his death half as bad as she had.

"Do you miss her?"

She knew she didn't have to elaborate, as there was only person for him to miss, everyone else he truly cared about asleep in the rooms down the hall, but it was Christmas after all and she could imagine how much this particular holiday would compound his feelings of loss.

"Sometimes."

His answer hurt far more that she would ever admit, but she pushed it back, refusing to allow it to show on her features. "I'm sorry."

"I'm not," he replied, voice barely above a whisper. "I'm only sorry that she doesn't know the truth."

Her eyes widened and in return, he gave her a sad smile, before continuing. "I didn't love her, if that's what you're truly asking. Not in the way that I should have."

Opening her mouth to reply, she stopped abruptly, suddenly unwilling to lie, because that's exactly what she'd been asking, though it hadn't been her original intention.

"I think I knew, even in the beginning, that what we had wouldn't work out. I was fooling myself, thinking that I could pretend that S.H.I.E.L.D. didn't exist, that it wouldn't draw me back in-that I wouldn't want it to," he admitted, his eyes catching her own. "You and I both know, that I'd be miserable without some sort of disaster to fix on a regular basis and, besides, that life holds no real appeal to me anymore. S.H.I.E.L.D has always been my life; I never would have been able to discuss my day with her or what my work is like. And maybe she would've understood, but my life is classified, Mel. It would have been unfair to her."

She could see that he was wrestling with something, so she waited, allowing the thick silence to settle around them, her heart hammering away in her chest as she broke his gaze and turned back towards the photo in her lap.

"And it would have been unfair to you."

Her eyes filled with tears before she could force them back.

"Melinda?"

At the sound of her name, she turned to him, not even realizing that he'd returned to his spot on the sofa beside her, but she said nothing as she concentrated on his eyes. They were narrowed in concern, the lines around them deep, as he searched her face, trying to pinpoint the cause of her distress, but even now, she could see his adoration, the intensity nearly overwhelming her as she struggled to hold his gaze.

She watched as his mouth moved, her name slipping out once again, and still she did not answer, her emotions threatening to choke her.

_'We've wasted so much time,' _she thought, the realization of the years they'd unknowingly spent in ignorance leaving a bitter sting in her chest.

She wanted to explain, wanted to show him of her love in a way that was just as powerful as the words he'd whispered against her lips many weeks ago, but she hadn't had time to ponder, to turn it over in her mind or to find the perfect way to tell him, and so she settled, the words escaping her on a faint, breathless whisper...

"I love you, Phil."

Immediately, as if a switch had been flipped, his mouth dropped open, his eyes widening and if she hadn't been so close to tears, she might have laughed at his expression, but as it was, her eyes continued to swell, her vision blurry as she tried to furiously blink back the evidence of just how much she was shaken.

"You love me?" he whispered in ripe disbelief, shock clouding his voice.

"Yes, I do," she confessed as her own voice wavered, the syllables breaking under the delicious weight of the truth.

She didn't think it was possible for his eyes to get any wider, but she was thoroughly mistaken as he whispered, his question unsure despite the hope blossoming in his eyes, "You r-remember?"

She nodded quickly before standing, taking a step back at the frightening intensity in his eyes and she cursed inwardly for failing to quell her instinctual reaction to shy away from profound, meaningful situations that applied directly to her beating heart, regardless of how much she wanted this.

He didn't let her get very far, the warm expanse of his hand closing around her wrist before she could widen the gap between them any further and, suddenly, he was there, right beside her, a peculiar affliction growing in his eyes as if he was torn between nervous apprehension and blissful affection, his gaze dropping from her face, to her lips and back again.

She was trembling now, shaking as she tried to coherently express her regret, though words of such import had never come to her easily. "I'm sorry I forgot. I'm so sor-"

Whatever words she'd wanted to say were cut off abruptly as his lips found hers, the exquisite pressure so familiar and so new all at once as he kissed her with complete abandon, one hand clutching her hip possessively and the other tracing the length of her spine, leaving a trail of fire in its wake. The kiss was needy, delightfully so, and she shivered in response, a keening whimper escaping her as his tongue met her own, his pent-up passion overwhelming them both.

He broke the kiss just as soon after, his breathing erratic as he gasped for air before leaning down ever so slightly until his forehead rested on hers, the gesture so beautifully intimate, her tears finally overflowed, the droplets cascading down her cheeks as she opened her eyes.

"Phil, I-"

Again he kissed her, stopping whatever meek apology she had to offer, and she surrendered to his silent demand, losing herself in his kiss as her arms wrapped around his neck to return his embrace.

When they finally separated, she relished in the feeling of his body pressed against hers, in the way that his touch, once so subdued, was now confident as he kissed just below her ear, nuzzling the expanse of her throat with the tip of his nose before burying his head in her hair, sighing gently as he began to speak.

"No more, Melinda. No more misplaced blame, no more guilt, or wasted time." His voice was low, the timbre of it deeper...richer. "I love you," he admitted softly into the skin of her neck. "Please, tell me you know that now."

It was strange how quickly she'd accepted it, how utterly assured she was of his love as they stood in a steadfast embrace in the middle of his office, the rest of the world and their duty to it forgotten so easily as he held her tight.

"I know."

* * *

><p><em><strong>Too sappy? Just right? Please, leave a review, I love to hear your thoughts as they're the best motivation out there. I'll beg if I have to.<strong>__**=D**_


	9. Chapter 9

_**Alright, originally this story had only 4 chapters and now there's 9 with one left to go. Obviously I'm a terrible planner, but the last two chapters are going to close it off in a well rounded way, I hope. **_

_**Thanks to all of you that have reviewed, especially those as 'guests'. I can't reply to you through PM so, thank you all so much!**_

_**And to my beta, sym-posts: I love you. =D**_

* * *

><p>It was strange to him how new everything seemed, how much of a different person Melinda was when the barriers had been dropped and when all of the uncertainty had finally been erased in the wake of their mutual confessions. She'd been in his life for longer than he'd ever been without her, and yet, he'd learned so many things he'd never had the pleasure of knowing in the past, that he was all too pleased to acquire now. She'd become his favorite obsession, his need to rediscover what made her tick consuming his senses as if he was a child once again, laying eyes upon his first Captain America comic through the dust-covered windows of a downtown Boston bookstore.<p>

But his favorite finds were undoubtedly the little things he discovered while they were alone in the privacy of their bed. He'd found that she preferred the left side of the bed, but often, in the middle of the night, he'd wake to the smell of her hair after she'd burrowed into his chest, her head sharing his pillow after abandoning her side of the bed altogether in favor of the warmth of his arms, and he'd pull her close, falling right back to sleep with a ridiculous smile plastered on his face. When dawn broke hours later, he'd awake once again with her body still pressed close against his own and he'd grin all over again.

She'd deny it, but Melinda liked to cuddle.

And he enjoyed it immensely, much to her annoyance.

It was thrilling, this uncharted territory he now found himself in on a daily basis and he smiled as he recalled his latest find. Just this morning, he'd woken up mere minutes before her five o' clock alarm and, feeling decidedly mischievous despite the early hour, he'd begun trailing kisses across the expanse of her throat, softly nuzzling her skin with the tip of his nose as he breathed in her scent. She'd stirred almost immediately, arching her neck to grant him further access, but it was the deep, throaty moan as he sucked hard in the spot just below her ear that stopped him in his tracks, his wide eyes snapping up to hers in wondrous surprise. Melinda had merely rolled her own, before shutting off the alarm and pulling him down to kiss him senseless.

She never did make it downstairs to do Tai Chi...

Phil hadn't really known what to expect after they'd tumbled into bed that first night, drunk on love and want and _need_, but it was fascinating to him at how easily they'd settled into their roles as lovers, at how little awkwardness had surfaced between them, and at how natural being her partner in all facets of the word felt so utterly _right_.

He'd watch her back and she'd watch his, as they always had, and if, at the end of the night, he somehow found his hands trailing her spine, her back arching against him as they made love, well then that was perfectly fine too, in his opinion.

He was thoroughly aware that he was grinning like an idiot as he sat in his office chair, his paperwork completely forgotten as he reminisced over the last few days, his greatest discovery still managing to leave him breathless and giddy beyond belief.

Melinda May was in love with him.

Phil's grin only widened as he closed his eyes, head leaning back and legs kicked out in the perfect picture of relaxation, eyes only opening again when a throat being cleared made him jump.

"Shouldn't you be working?" Melinda asked, her eyes warm as she walked towards him before perching herself on the edge of his desk, legs crossed as they dangled off the side.

"I am," he protested, to which she merely arched her eyebrow, knowing full well that his thoughts had been elsewhere. "I was," he amended sheepishly before standing slowly and rounding the desk. She was watching him with an amused but wary smile as he gripped her ankles, uncrossing her legs and settling between them as he pulled her to rest at the edge of the desk, "but I'm afraid that I'm thoroughly distracted."

The kiss he gave her then was sweet and completely chaste, but as he pulled away, he grinned against her lips as her hand came up to grip his tie as another memory came to mind. He'd decided to tease her the other afternoon, deliberately holding back in his advances and he'd learned rather quickly that his tie was a weapon to be used against him, as her hand had clasped it tightly, using it to keep him close as she'd deepened the kiss, much as she was doing now and he groaned at just how truly delightful it was to be loved by Melinda May.

She ended the kiss far too soon for his liking.

"Phil, you should work."

Choosing to ignore her advice, he kissed her again, frowning when she pulled away.

_'Minx,' _he thought with a barely concealed grin, his gaze flickering between her eyes and her lips repeatedly.

"Phil-"

He applied more pressure as he kissed her once more, his hand coming up to draw slow circles on her thigh, the other curling about her waist. If she truly wanted him to stop, he was perfectly aware that there were currently about a dozen ways she could do so, the majority of them rather painful for him in theory, but he was willing to risk it.

"It's the middle of the day," she mumbled against his lips, "Anyone could-"

Again, he slanted his mouth against her own, her hands coming up to tangle in the fabric of his shirt at the force of it, and he could feel by the strength of her grip that she was struggling to decide whether or not to give in or to push him back. Eventually, she melted against him with a sigh, one hand coming up to rest against his throat as her other arm wrapped around his neck as she nipped at his bottom lip, her thighs like a vice against his hips.

Pulling away to catch his breath, he smiled at her slightly dazed look and he relished in his victory, before muttering, "Now what was it you wanted to say?"

Her eyes flashed in warning before she spoke, "Anyone could walk in at any moment."

"I fail to see the problem."

"If the team saw this, they'd-"

"Be over the moon," he conveyed with a laugh. "Besides, I'm the Director and this is my office. I get to do what I want." He kissed her again, albeit a little clumsily, his grin widening at the small giggle that his actions elicited, the lilting laugh the same as the one that sprang forth when he ran the tip of his finger along the ticklish spot near the curve of her hip. She'd nearly broken that same finger moments later, but it had been so worth it.

"Skye is getting suspicious."

He groaned.

It hadn't been intentional, this secret of theirs, but neither he nor Melinda were the type of people to air out their private affairs. However, his hand had been forced in the hangar, and though he had no real problem with their team knowing, he did know that Melinda did not enjoy the added attention. They'd been enjoying this new openness between them, the privacy allowing them to explore in depth what they hadn't allowed themselves before and it was exciting for the knowledge to belong to them only, for a little while at least. However, they were both very aware that secrets around the Playground didn't last very long.

His attention was drawn towards May as she shifted, her black, v-neck sweater slipping off her shoulders to reveal a pale, crescent shaped and jagged scar, just above her collarbone. Unconsciously he frowned, his breath hitching at the realization of what it was. He'd seen it before—of course he had—but he hadn't had time to focus on it, his attention always somewhere else without the time to stop and ponder.

"Phil?" Melinda whispered, concern lacing her tone, "What is it?"

"I..." his voice faded, his hand coming up to trace the mark lightly as he struggled to find the words. They'd never discussed what had happened in the warehouse, he realized. He'd been too fearful of reminding her of something painful, the possibility that she'd regress mentally had been too real, the outcome of that discussion not worth the possible consequences.

Opening his mouth to speak, he stopped when he felt warm hands on his cheeks pulling him up, forcing him away from the scar and the permanent proof that she'd nearly been taken from him.

"Hey, look at me," she pleaded, her voice soft and expression earnest. "I'm alive and safe."

"I know that," he whispered. "I know, but you died Mel. I lost you. And suddenly, the possibility of us was gone before I'd ever even stopped to realize how much I truly wanted it and then I no longer had the option."

"I'm not going anywhere."

She'd promised Skye that too, in an effort to reassure the younger agent, but he couldn't accept it so easily. Melinda had jumped in front of a beam to save him, had pushed him out of the way so that he would be spared. And there was something in the fact that it hadn't been a bullet, a blade, or an adversary to nearly kill her, but something so random and innocuous, that disturbed him. She was the strongest person he knew and he'd always been so aware of how mortal they really were, but not once had it ever been this hard to bear.

"You can't promise me that."

He regretted his comment immediately as her eyes filled with pain. "No, I can't," she admitted, watching him closely as she collected her thoughts and a sharp pain lanced through him at her blunt honesty, her words far too truthful. "However, I can promise that I'll always do everything in my power to make it back to you."

He nodded, throat suddenly thick and dry.

"Do you hear me, Phil?" she asked, voice fierce and stern, her hands still cradling his face. "I'll always try, but only if you promise me the same."

A small, content smile slowly spread across his face at her words. "I promise."

"Good, because you're stuck with me, Philip Coulson."

And there was nowhere he'd rather be.

* * *

><p>Phil groaned as his neck cracked, his back stiff and shoulders tense as he stepped into his office some hours later.<p>

The others had turned in already, the long day of reconnaissance work in the cold leaving everyone exhausted and grumpy as they'd trudged towards their bunks in search of warmth.

Even May had quickly disappeared.

He paused as he entered, his mind telling him that something was off as if he was playing a game of 'S_pot the Difference'_. As he took in the room, a grin slowly formed on his face at the sight of May's winter jacket slung against the arm of his couch. It was a welcome sight and his smile only widened when he spotted her shoes, one discarded near the sofa and the other laying just outside his bedroom door as if she'd thrown them off along the way. His ears pricked at the sound of the faucet turning, the water he hadn't even realized was running slowing to a stop as he heard the glass shower door being slid open.

He perched on the edge of his bed before toeing off his shoes, his hands automatically coming up to loosen his tie in a well-practiced bedtime ritual he'd perfected over the years. Pulling it over his head, he glanced up quickly as the door to his en suite opened to reveal Melinda, but it wasn't the water droplets stuck in her eyelashes or the single drop that cascaded down her chin that caught his attention.

"Are those my clothes?" he asked, eyes trailing the length of her body, his shirt coming down to rest just above her knees, her small frame practically swallowed in the fabric and he groaned at the sight of her toned legs on display, his fingers desperately itching to map out the smooth skin.

She only smirked in response as she toweled off her hair, "I came up here before I even considered going back to my bunk. I'd already stripped when I realized that the majority of my clothes were downstairs, so I borrowed some of yours. Do you mind?"

He took in his old, ratty Captain America t-shirt, the worn fabric, faded, but soft against his fingertips as she came to stand in front of him. There was a small flare of pride burning in his chest, a sort of primal possessiveness coming to the forefront at the sight of her in his clothing, a part of him indefinitely pleased at how the fabric bunched around the swell of her chest before trailing down to mold against the skin of her hips.

"Not in the slightest," he replied softly. "You're stunning."

"Ah, so you like then?"

"I do. So, so very much," he admitted earnestly. "There's something about you wearing my clothes that makes me feel a bit like a caveman ready to ravish you."

And that desire was warring with his exhaustion as his head sank down to rest against her stomach, his arms coming up to wrap around her midsection, hands resting comfortably in the dip of her back. He sighed contentedly when her fingers began running across his scalp, her fingernails scratching his skin just lightly enough to raise goosebumps on his skin.

"Oh god, I love you."

He felt the muscles in her stomach contract, as well as heard her sharp intake of breath as if she was trying to stifle a laugh and, pulling away, he smiled at the warmth in her eyes and the grin on her face.

She made no reply, but maybe it was the way she was slowly unbuttoning his shirt or the combination of the way that her eyes were glinting in the dim light as she leaned towards him and how she was currently nipping at his bottom lip that gave him the answer he needed. Regardless, at least he wasn't tired anymore...

* * *

><p><em><strong>Please, leave a review. I know this chapter has basically no plot, but the fluff was needed, right?<strong>_


End file.
